Client Service Terms

These terms are between Encoded Agency FZ-LLC, trading as Encoded Agency, licensed in Sharjah Media City (Shams) under trade licence TODO-OWNER: licence number of TODO-OWNER: office/building, Sharjah Media City, Sharjah, UAE (“we”, “us”, “our”), and the business named in the quotation (“you”, “the Client”).

A binding contract forms on the earlier of: you signing our quotation, order form or proposal; or you paying the deposit against it. From that moment these terms apply in full.

Order of precedence

Where documents conflict, this order decides:

• a signed variation or change order, most recent first;
• the signed quotation, order form or proposal;
• these Client Service Terms;
• anything else, including our Terms of Use, marketing material, emails and messages.

We provide the services described in your quotation. That may include website design and build, content and copy work, Arabic versions, hosting, maintenance, AI assistants and automation, and ongoing support under a care plan.

Scope is what the quotation says, and nothing else. Anything not written into it — additional pages, templates, languages, integrations, migrations, third-party licences, ongoing content production, ad management, or work on systems we did not build — is out of scope until agreed as a change order under “Timeline, revisions and changes”.

We may improve our methods, tooling and component system at any time, and may use subcontractors or automated tooling in delivery. We remain responsible to you for the work either way.

Our delivery speed depends on you. You agree to provide, promptly and in usable form:

• completed intake, brand assets, logos, images, text and any content we ask for;
• access to domains, DNS, hosting, analytics, social and any third-party account the work requires;
• one named decision-maker authorised to approve work and consolidate feedback from your side;
• approvals and answers within the windows set out under “Timeline, revisions and changes”.

You confirm that everything you supply is accurate, that you own it or are licensed to use it, and that its use will not infringe anyone else's rights or breach UAE law.

When the clock starts

Any delivery period we quote — including a stated number of days to launch — begins on the later of the deposit clearing and your intake being complete. It pauses whenever we are waiting on your content, access, approval or feedback, and resumes when we receive it. Delay from your side moves the launch date by at least the same amount.

Revisions

• Each build includes two rounds of revisions at the stage stated in the quotation.
• Feedback for a round must be consolidated into a single written list and sent within 5 business days of us presenting the work. Messages sent piecemeal across channels may be treated as one round once collected.
• If we receive no feedback within 7 days of presenting a stage, that stage is deemed approved and we proceed.
• Revisions mean refinement of work already in scope — copy edits, image swaps, spacing, colour and layout adjustment within the approved direction.

What counts as a change, not a revision

A new page or section, a new feature or integration, a change of direction after a stage was approved, an additional language, or any request beyond the quoted scope is a change order. We will quote it in writing, at the rate stated in your quotation or our then-current rate, and start it once you approve. Change orders may move the launch date.

If a project stalls

If we are waiting on you for more than 30 days, we may treat the project as dormant, invoice for work completed to date, and release the reserved delivery slot. Restarting later may require a re-mobilisation fee and a new timeline.

• 50% of the project fee is payable upfront as a deposit, before work begins. The deposit is non-refundable — it reserves your delivery slot and covers work commenced.
• The remaining balance is due before launch, unless the quotation sets a different schedule. We do not transfer files or publish to your domain until the balance clears.
• Care plans, hosting and subscriptions are billed monthly in advance by card or direct debit unless agreed otherwise.
• Invoices are payable within 7 days of issue.
• All fees are exclusive of VAT, which is added at the prevailing UAE rate where applicable. Fees are exclusive of third-party costs — domains, stock imagery, fonts, plugin or platform licences, ad spend — which are yours, whether we buy them on your behalf or you buy them directly.
• Fees are quoted and payable in AED. Bank charges, card fees and currency conversion costs are yours.

Late payment

If an invoice is unpaid after its due date we may charge interest at 1% per month on the outstanding amount, suspend work and support, and withhold delivery until the account is settled. Suspension does not extend our deadlines or reduce what you owe. We may recover reasonable costs of collection.

Where your quotation includes a care plan, hosting or any other recurring service, the following applies.

• Minimum term is 12 months from the launch date or the first billing date, whichever is earlier.
• After the minimum term the plan continues month to month until either of us cancels it with 30 days' written notice.
• Cancelling inside the minimum term makes the remaining months of that term immediately payable. This is a genuine estimate of our loss, not a penalty — the plan price assumes a twelve-month relationship.
• We may change plan prices on 60 days' written notice, taking effect no earlier than the next renewal. If you do not accept the new price you may cancel at the renewal date without further charge.
• Care plans cover what the quotation lists — typically hosting, updates, security patching, backups, small content changes and support. They do not cover redesigns, new pages, new features or recovery from damage caused by someone else working on the site.

Projects

• You may cancel a project at any time in writing. The deposit is not refundable.
• If you cancel after the deposit, you pay for all work completed and all committed third-party costs up to the cancellation date, less the deposit already held. Where completed work exceeds the deposit, we invoice the difference.
• Nothing built for you transfers on cancellation. Ownership passes only on full payment — see “Intellectual property” below.

Subscriptions

• Cancel in writing to lars@encodedagency.comwith 30 days' notice, subject to the minimum term under “Care plans, hosting and subscriptions”.
• Payments already made are not refunded. Service continues to the end of the paid period.

When we do refund

If we cancel a project for a reason that is not your fault and before work has begun, we refund what you have paid, including the deposit. If we materially fail to deliver what was quoted and cannot put it right within a reasonable period after you tell us in writing, we refund the amount attributable to the undelivered part.

Refunds are made to the original payment method within 14 days of being agreed. We do not refund for a change of mind, a change in your business circumstances, or dissatisfaction with a design direction that was approved at a revision stage.

Hosting and care plans are paid services. If a subscription payment fails or an invoice for recurring service goes unpaid:

Restoring a suspended site requires the outstanding balance plus a reasonable reactivation fee. Once deleted, a site cannot be restored. Keep your own copy if this matters to you — we will provide an export on request while the account is in good standing.

What you own

On full payment of all sums due, you own the content you supplied, and we assign to you the custom design, custom code, copy and page layouts we created specifically for your website. You may use, modify and host them without further payment to us.

What we keep

We retain all rights in everything that is not specific to you, including:

• our base templates, component system, design system, patterns and code libraries;
• our production pipeline, internal tooling, prompts, automations and know-how;
• anything we developed before this engagement or independently of it.

Where those elements are embedded in your site, we grant you a perpetual, worldwide, non-exclusive, non-transferable licence to use them as part of that website only. You may not extract, resell, sublicense or reuse them in another product, for another business, or as the basis of a competing service.

Third-party components

Fonts, stock imagery, plugins and platform services remain owned by their licensors and are used under their own licences, which pass to you where they permit it. Ongoing licence fees are yours.

Portfolio rights

We may name you as a client and show the work — screenshots, live links, before-and-after and a description of what we did — in our portfolio, case studies and marketing, unless you tell us in writing that you would rather we did not. We will never publish your confidential business information this way.

You are responsible for the accuracy, legality and regulatory compliance of everything published on your website, including claims about your products, services, qualifications, results and pricing.

This matters most in regulated sectors. If your industry requires an advertising permit or content approval in the UAE — healthcare, and others — obtaining and holding that approval is your responsibility, not ours. You confirm that any content you ask us to publish has whatever approval it needs. We may flag content that looks like a problem, but a flag is a courtesy, not a compliance review, and silence from us is not approval.

We may refuse to build or publish content we believe is unlawful, misleading, infringing or likely to expose either of us to regulatory action, and we may remove such content from a site we host.

Where we build an AI assistant, chatbot or automation for you, you accept the following.

• Output is generated automatically and can be wrong, incomplete or unexpected. It is not reviewed by a person before it reaches your visitor.
• Assistants are configured not to give medical, legal, financial or other professional advice, not to diagnose, and not to promise outcomes. You must not ask us to configure them otherwise.
• You are responsible for the knowledge base, instructions and data you supply, for reviewing how the assistant behaves, and for any disclosure your regulator requires that visitors are talking to an automated system.
• Assistants may depend on third-party models and services. Their availability, pricing and behaviour can change, and we are not liable for changes outside our control.

• We warrant that the services are performed with reasonable skill and care, by people competent to do the work.
• For 30 days after launch we fix defects in what we built, free of charge. A defect means the site does not work as specified — not a new requirement, a content change or a change of mind.
• We support current versions of the major browsers and the screen sizes stated in the quotation. We do not support discontinued browsers.
• Support hours and response targets are those stated in your care plan. Targets are the level we aim for, in good faith.
• We do not offer uptime guarantees, service credits or financial penalties for downtime or missed response targets. Hosting depends on infrastructure we do not own.
• The warranty does not cover faults caused by changes made by you or a third party, by hosting or platform changes outside our control, by third-party services failing, or by your failure to keep a paid care plan in place.

Except as stated here, and to the fullest extent permitted by law, we give no other warranty. In particular we do not warrant any specific search ranking, traffic volume, enquiry volume, conversion rate or revenue.

Each of us will keep the other's confidential information confidential, use it only for this engagement, and protect it with reasonable care. This does not apply to information that is public through no fault of the receiver, was already known, is independently developed, or must be disclosed by law or a regulator. This obligation continues for 3 years after the engagement ends.

Where we process personal data on your behalf — for example enquiries submitted through a website we host for you — you are the controller and we are the processor. We will:

• process that data only on your documented instructions;
• apply appropriate technical and organisational security measures;
• use sub-processors, such as hosting and email providers, under equivalent obligations;
• notify you without undue delay if we become aware of a personal data breach affecting your data;
• help you respond to requests from individuals exercising their rights;
• delete or return the data at the end of the engagement, subject to the deletion timeline under “What happens if payment stops” and our legal obligations.

You warrant that you have a lawful basis for the data you ask us to process and that your own privacy notice is accurate. Do not configure your site to collect health data, payment card details or other sensitive personal data into systems we host unless we have agreed that in writing and built for it. How we handle personal data as a controller is set out in our Privacy Policy.

Nothing here limits liability that cannot be limited under UAE law, including liability for fraud, or for death or personal injury caused by negligence.

Subject to that

• Neither of us is liable for loss of profit, revenue, business, contracts, goodwill, anticipated savings, or for indirect or consequential loss, however caused.
• We are not liable for loss or corruption of data beyond restoring the most recent backup we hold under an active care plan.
• We are not liable for failures of third-party services — hosting, domains, payment providers, AI models, platforms and networks — or for regulatory action arising from content you approved.
• Our total liability for all claims arising out of this engagement is capped at the fees you paid us in the 12 months before the claim arose.

You will indemnify us against claims, losses and reasonable costs arising from content or materials you supplied, from your breach of “Your content and regulatory compliance”, or from your use of the deliverables after they leave our control.

Either of us may terminate immediately, in writing, if the other:

• commits a material breach and does not put it right within 14 days of being asked to;
• becomes insolvent, or stops trading.

We may in addition suspend or terminate if you fail to pay, if you repeatedly fail to provide what “What we need from you” requires, or if you use the services unlawfully or abusively.

On termination

• all sums due to the date of termination become payable;
• recurring services stop at the end of the paid period, subject to the minimum term under “Care plans, hosting and subscriptions”;
• licences to unpaid work do not transfer, and we may remove work we host;
• sections on payment, IP, confidentiality, data protection, liability and governing law survive.

• Force majeure. Neither of us is liable for delay or failure caused by events beyond reasonable control, including outages, network failure, government action and natural events.
• No poaching. During the engagement and for 12 months after, you will not directly engage or employ anyone we used to deliver your work, without our written agreement.
• Notices. Written notice by email to legal@encodedagency.com and to the address on your quotation is valid and effective.
• Variation. Changes to these terms must be in writing and agreed by both of us. We may update these terms for new engagements at any time; the version in force is the one published when your contract formed.
• Assignment. We may assign or subcontract. You may not assign without our written consent, which we will not unreasonably withhold.
• Independent contractors. Nothing here creates a partnership, joint venture, agency or employment relationship.
• Severability and waiver. If a provision is unenforceable, the rest survives. Not enforcing a right is not a waiver of it.
• Entire agreement. The signed quotation and these terms are the whole agreement, and replace anything said or written before it.

This agreement is governed by the federal laws of the United Arab Emirates and the laws of the Emirate of Dubai. The courts of Dubai have exclusive jurisdiction.

Before starting proceedings, both of us will attempt in good faith to resolve the dispute by discussion between senior representatives within 14 days of written notice. Nothing prevents either of us from seeking urgent interim relief.

Encoded Agency FZ-LLC
TODO-OWNER: office/building, Sharjah Media City, Sharjah, UAE
Trade licence TODO-OWNER: licence number, Sharjah Media City (Shams)

Contracts and legal notices: legal@encodedagency.com
Accounts and support: lars@encodedagency.com · +971 55 531 6676