The terms governing your use of our website and services.
Please Read Carefully
These Terms of Service ("Terms") constitute a legally binding agreement between you and Percee Digital. By accessing our website or engaging our services, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use our website or services.
These Terms of Service ("Terms") govern your access to and use of the website located at perceedigital.com (the "Website") and any services provided by Percee Digital Ltd. ("Percee Digital", "we", "us", or "our"). By accessing or browsing the Website, submitting an enquiry, executing a proposal, Statement of Work, Master Service Agreement, or otherwise engaging Percee Digital's services in any capacity, you ("Client", "you", or "your") acknowledge that you have read and understood these Terms and agree to be legally bound by them.
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, and the terms "you" and "your" shall refer to such entity. If you do not have such authority, or if you do not agree to these Terms, you must not access the Website or engage our services.
Percee Digital reserves the right to modify these Terms at any time. All modifications take effect upon posting to the Website. Your continued use of the Website or services after changes are posted constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically.
These Terms apply to all visitors, users, clients, and others who access the Website or engage our services, regardless of geographic location.
Percee Digital Ltd. is a fully remote full-service digital marketing and technology agency registered in the United Arab Emirates. We have no physical offices; all team members work remotely. Our distributed team operates across regions including the UAE, the United States (Texas), France, and India, enabling us to serve clients globally.
Percee Digital is registered under the laws of the United Arab Emirates and operates in compliance with applicable regulations in each jurisdiction where it has a presence. We have team members operating remotely from within the EU (including France), and accordingly we treat the GDPR as fully applicable to our processing activities. Our global operations allow us to serve clients across the Middle East, North Africa, Europe, North America, South Asia, and beyond.
All contractual obligations arising from these Terms shall be governed by UAE law, with specific provisions for international clients as detailed in the Dispute Resolution section of these Terms.
Percee Digital provides a broad portfolio of digital marketing, technology, and consulting services to businesses and organisations globally. Our services include, but are not limited to:
The specific scope, deliverables, timelines, and fees applicable to any engagement shall be set out in a mutually executed Statement of Work ("SOW") or Master Service Agreement ("MSA"), which shall be incorporated into and governed by these Terms. In the event of a conflict between these Terms and an SOW or MSA, the SOW or MSA shall prevail with respect to the specific engagement, unless expressly stated otherwise.
Percee Digital reserves the right to engage qualified subcontractors and third-party specialists to fulfil service obligations. Such arrangements shall not affect the quality standards or obligations owed to clients under any agreement.
A client relationship with Percee Digital commences through the following structured process:
Upon enquiry, Percee Digital will conduct a discovery consultation to understand the prospective client's goals, current marketing position, and commercial objectives. Based on this discovery, we will prepare a written proposal outlining recommended services, scope, timelines, and investment.
An engagement is formally established when the Client signs or digitally accepts a proposal, SOW, or MSA. Verbal agreements, email confirmations, or informal discussions do not constitute a binding engagement. Percee Digital will not commence billable work until a written agreement has been executed by both parties.
Following agreement execution, Percee Digital will initiate an onboarding process that includes the assignment of a dedicated account manager, a project kickoff meeting, collection of required access credentials and brand assets, and establishment of communication protocols. The Client agrees to provide all requested information, access, and materials in a timely manner. Delays caused by the Client's failure to provide required inputs may affect project timelines and milestones, and Percee Digital shall not be held liable for such delays.
The successful delivery of services depends on active client participation. The Client agrees to provide timely approvals, feedback, and decisions within the timeframes specified in the SOW or as reasonably requested by Percee Digital. Unreasonable delays in client response may result in revised timelines and, where applicable, additional fees.
Percee Digital issues invoices in accordance with the payment schedule specified in the applicable SOW or MSA. Monthly retainer engagements are invoiced on the first business day of each calendar month for services to be rendered during that month (invoicing in advance). Project-based engagements are typically invoiced according to agreed milestone payments, which may include an upfront deposit, interim milestone payments, and a final payment upon delivery.
All invoices are due and payable within fourteen (14) calendar days from the date of invoice, unless an alternative payment schedule has been explicitly agreed in writing in the SOW or MSA. Payment is deemed received on the date cleared funds are credited to Percee Digital's designated bank account.
If any invoice remains unpaid beyond the due date, Percee Digital reserves the right to charge a late payment fee of 1.5% per month (18% per annum) on the outstanding overdue amount, calculated from the due date until the date of full payment. Percee Digital also reserves the right to suspend active services on any account where invoices are more than fourteen (14) days overdue, without prejudice to any other rights or remedies available. Service suspension shall not relieve the Client of any payment obligations.
France carve-out: For clients whose principal place of business is located in France, the applicable statutory late payment interest rate under French law (as set under the Loi de Modernisation de l'Économie and subsequent decrees, currently published twice annually by the Banque de France) shall apply in place of the above contractual rate, to the extent and only where such statutory rate differs from and exceeds the contractual rate specified above.
If the Client disputes any portion of an invoice in good faith, the Client must notify Percee Digital in writing within seven (7) calendar days of receipt of the invoice, clearly identifying the disputed amounts and the grounds for the dispute. The parties shall use reasonable efforts to resolve any dispute promptly. Undisputed portions of any invoice must be paid by the original due date. The right to dispute an invoice is waived if written notice is not provided within the seven-day window.
All fees are quoted and invoiced in United States Dollars (USD) by default. Upon written request prior to agreement execution, invoices may be issued in UAE Dirhams (AED), Euros (EUR), or Indian Rupees (INR), subject to applicable exchange rates at the time of invoicing. Percee Digital accepts payment via bank wire transfer, SWIFT transfer, and other payment methods as agreed in writing. The Client is responsible for all bank charges, transfer fees, and currency conversion costs associated with payment.
All fees are exclusive of applicable taxes. Where required by law, Percee Digital will add Value Added Tax (VAT), Goods and Services Tax (GST), or other applicable taxes to invoices, which shall be the sole responsibility of the Client. Clients are responsible for compliance with their own local tax reporting obligations in respect of payments made to Percee Digital.
Upon receipt of full and final payment of all fees owed under an SOW or MSA, all original work product created by Percee Digital specifically for and on behalf of the Client ("Deliverables"), including but not limited to creative assets, campaign materials, website code, content, and strategic documents, shall be assigned to and become the sole property of the Client. Until full payment is received, all Deliverables remain the exclusive intellectual property of Percee Digital, and the Client receives no licence or right to use such materials.
Percee Digital retains ownership of all pre-existing intellectual property, proprietary methodologies, frameworks, tools, templates, and know-how developed independently of any client engagement, including but not limited to the FORGE™ methodology. Any such pre-existing IP incorporated into Deliverables shall remain the exclusive property of Percee Digital; however, the Client is granted a non-exclusive, royalty-free, perpetual licence to use such pre-existing IP as incorporated into the specific Deliverables, solely in connection with the purpose for which those Deliverables were created.
Percee Digital reserves the right to reference the Client's name, industry, and general campaign results in its portfolio, award submissions, and marketing materials, including on its website. Any case study that includes specific performance data, campaign details, or confidential information shall require the Client's prior written approval before publication. The Client may not unreasonably withhold such approval. The Client may revoke general portfolio listing rights by providing written notice, in which case Percee Digital will remove identifying references within thirty (30) days.
Where Deliverables incorporate third-party assets, including but not limited to stock photography, stock video, typefaces, music, software libraries, APIs, and plugins, the Client is solely responsible for obtaining and maintaining all necessary licences for such third-party assets. Percee Digital will advise the Client of any third-party licensing requirements identified during the project. Percee Digital makes no warranties regarding the scope or duration of any third-party licences and shall not be liable for any intellectual property infringement arising from the Client's failure to maintain appropriate third-party licences.
The Percee Digital name, logo, FORGE™ trademark, and all associated brand assets are the proprietary intellectual property of Percee Digital Ltd. No licence to use these assets is granted to the Client or any third party without prior written consent from an authorised representative of Percee Digital.
The Client grants Percee Digital a non-exclusive, royalty-free licence to use any content, data, images, trademarks, or other materials provided by the Client solely for the purpose of delivering the agreed services. The Client represents and warrants that it has all necessary rights to provide such materials and that their use by Percee Digital will not infringe any third-party intellectual property rights.
Both parties acknowledge that in the course of an engagement, each party ("Disclosing Party") may disclose to the other party ("Receiving Party") information of a confidential and proprietary nature, including but not limited to business strategies, financial information, client data, technical specifications, marketing plans, pricing, and trade secrets ("Confidential Information").
The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (and in no event less than reasonable care); (b) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party; and (c) use Confidential Information solely for the purposes of performing or receiving the services under these Terms.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure without restriction; (c) is independently developed by the Receiving Party without use of or reference to Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party to allow it to seek a protective order.
Confidentiality obligations shall survive the termination or expiry of any engagement and shall remain in full force and effect for a period of three (3) years following the conclusion of the engagement. Where a separate NDA exists between the parties, the terms of that NDA shall supplement, but not replace, these confidentiality provisions.
Upon termination of an engagement or upon written request, each party shall promptly return or securely destroy all Confidential Information belonging to the other party, including copies and extracts thereof, except to the extent retention is required by applicable law.
In order to deliver services, the Client may be required to grant Percee Digital access to digital accounts and platforms, which may include but are not limited to: Google Ads accounts, Meta Business Manager, LinkedIn Campaign Manager, Google Analytics 4, Google Search Console, content management systems (CMS), e-commerce platforms, email marketing platforms, and other third-party tools or APIs relevant to the engagement. The Client grants such access on a limited, purpose-specific basis solely for the delivery of agreed services.
Percee Digital agrees to use all granted access credentials and platform permissions responsibly, solely for the purposes set out in the applicable SOW or MSA, and not to share, transfer, or misuse such access. Percee Digital shall maintain appropriate security measures to protect any credentials provided by the Client.
All personal data accessed, processed, or collected by Percee Digital in the course of delivering services shall be handled in accordance with Percee Digital's Privacy Policy, which is incorporated into these Terms by reference, and in compliance with applicable data protection laws, including but not limited to the UAE Federal Decree-Law No. 45 of 2021 on Personal Data Protection, the EU General Data Protection Regulation (GDPR) where applicable, the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA) where applicable, the Texas Data Privacy and Security Act (TDPSA) where applicable, and the India Digital Personal Data Protection Act 2023 (DPDP Act) where applicable.
Upon termination or expiry of an engagement, Percee Digital will relinquish and remove its access to all client accounts and platforms within thirty (30) days of the termination date. The Client is responsible for revoking any access tokens, shared passwords, or administrative permissions that were granted to Percee Digital. Percee Digital recommends that clients promptly update credentials following any service termination as a matter of good security practice.
Digital marketing results are inherently subject to numerous variables outside the control of Percee Digital, including but not limited to search engine algorithm changes, platform policy updates, competitive market dynamics, changes in consumer behaviour, macroeconomic conditions, and the Client's own actions or inactions.
No Guarantee of Results
Percee Digital makes no representation, warranty, or guarantee, express or implied, regarding specific outcomes, rankings, traffic volumes, lead generation rates, conversion rates, revenue, or return on investment. Any performance benchmarks, projections, or case study results shared during the sales process or in marketing materials are illustrative only and do not constitute a promise or guarantee of similar results for any specific client engagement.
Percee Digital commits to applying industry best practices, professional expertise, and reasonable skill and care in the delivery of all services. We will provide transparent, regular reporting on campaign performance and will work collaboratively with clients to optimise results over time. However, the ultimate commercial outcomes of any marketing programme cannot be guaranteed by any agency.
Industry benchmarks and performance data provided during proposals or reporting are sourced from reputable third parties and are provided for context and planning purposes only. They should not be relied upon as forecasts of achievable results for any specific client engagement.
To the fullest extent permitted by applicable law, Percee Digital's aggregate liability to the Client for any and all claims arising out of or in connection with these Terms, any SOW, or any services provided, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to Percee Digital in the three (3) calendar months immediately preceding the event giving rise to the claim.
In no event shall Percee Digital be liable to the Client or any third party for any indirect, incidental, special, exemplary, punitive, or consequential damages, including but not limited to loss of revenue, loss of profit, loss of business, loss of anticipated savings, loss of data, loss of goodwill, loss of reputation, or business interruption, even if Percee Digital has been advised of the possibility of such damages and regardless of the theory of liability.
Nothing in these Terms shall limit or exclude liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable law.
The Client shall take all reasonable steps to mitigate any loss or damage suffered. Percee Digital shall not be liable for any loss or damage that could have been avoided by the Client taking such steps.
The Client agrees to indemnify, defend, and hold harmless Percee Digital and its officers, directors, employees, agents, subcontractors, and affiliates (collectively, "Percee Digital Parties") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:
Percee Digital agrees to indemnify the Client against any direct losses arising from a third-party claim that Percee Digital's own proprietary work product (excluding Client-provided materials and third-party assets) infringes the intellectual property rights of a third party, provided the Client promptly notifies Percee Digital of such claim and allows Percee Digital sole control of its defence.
Either party may terminate an ongoing monthly retainer engagement by providing the other party with no less than thirty (30) calendar days' written notice. Notice must be delivered in writing via email to the relevant account manager and to [email protected]. The Client remains obligated to pay all fees accrued and invoiced through the last day of the thirty-day notice period, including the full month's retainer fee if the notice period extends into a new billing cycle.
Either party may terminate any engagement immediately upon written notice if the other party commits a material breach of these Terms, any SOW, or any MSA that is not remedied within fourteen (14) calendar days of receiving written notice specifying the breach in reasonable detail. Material breach includes but is not limited to: persistent non-payment of invoices, violation of confidentiality obligations, infringement of intellectual property rights, and provision of false or misleading information that materially affects the engagement.
For fixed-scope project engagements, early termination by the Client shall entitle Percee Digital to payment for all work completed to the date of termination, as well as any non-cancellable third-party costs (such as media spend commitments, licences, or production costs) incurred by Percee Digital on the Client's behalf. A termination fee may also be applicable as set out in the relevant SOW.
Percee Digital reserves the right to terminate any engagement immediately and without further obligation if: (a) the Client's account remains more than forty-five (45) days in arrears on any outstanding invoices and the Client has failed to remedy the default despite written notice; (b) the Client engages in conduct that Percee Digital reasonably determines to be unlawful, unethical, or damaging to Percee Digital's reputation; or (c) the Client enters into insolvency, administration, receivership, or any equivalent process.
Upon termination of any engagement for any reason, Percee Digital will, within thirty (30) calendar days of the termination date and subject to receipt of all outstanding payments: (a) transfer all Deliverables for which full payment has been received to the Client; (b) provide a transition document summarising active campaigns, account configurations, login credentials, and any other material information necessary for the Client to continue operations; and (c) remove Percee Digital's access from all Client platforms and accounts. The Client acknowledges that the handover process is contingent on all outstanding fees being settled in full.
The provisions of these Terms relating to intellectual property, confidentiality, payment obligations, limitation of liability, indemnification, dispute resolution, and governing law shall survive the termination or expiry of any engagement.
In the event of any dispute, controversy, or claim arising out of or in connection with these Terms, any SOW, or any MSA, including questions regarding the existence, validity, breach, or termination thereof ("Dispute"), the parties agree to first attempt to resolve the Dispute through good faith negotiation. The party raising the Dispute shall provide written notice to the other party describing the nature of the Dispute in reasonable detail. The parties shall then have a period of thirty (30) calendar days from the date of such notice (or such longer period as agreed in writing) to attempt to resolve the Dispute through direct negotiation between senior representatives.
If the Dispute is not resolved through negotiation within the period specified in Section 13.1, either party may propose non-binding mediation as a second step. The parties shall agree in good faith on the appointment of a neutral mediator within fourteen (14) days of such proposal. The costs of mediation shall be shared equally between the parties unless otherwise agreed. Mediation proceedings shall be conducted in the English language.
If the Dispute remains unresolved following the negotiation and mediation steps, it shall be finally and exclusively resolved by binding arbitration in accordance with the rules of the Dubai International Arbitration Centre (DIAC) as in force at the time of the Dispute. The seat of arbitration shall be Dubai, United Arab Emirates. The arbitration shall be conducted by a sole arbitrator unless the value of the Dispute exceeds USD 500,000, in which case a tribunal of three arbitrators shall be appointed in accordance with DIAC rules. The language of arbitration shall be English. The arbitral award shall be final and binding on both parties and may be enforced in any court of competent jurisdiction.
These Terms, and any Dispute arising out of or in connection with them, shall be governed by and construed in accordance with the laws of the United Arab Emirates. For international clients and cross-border disputes involving parties outside the UAE, the parties agree to submit to the non-exclusive jurisdiction of the DIFC Courts (Dubai International Financial Centre Courts), which apply a common law framework and are internationally recognised for the resolution of commercial disputes. Nothing in this clause shall prevent either party from seeking emergency injunctive or other equitable relief from a court of competent jurisdiction in any applicable jurisdiction.
All Disputes shall be resolved on an individual basis. Neither party may consolidate Disputes with those of any other party or participate in any class, representative, or collective action proceeding.
The Website is provided for informational purposes and to enable prospective and existing clients to learn about and engage Percee Digital's services. You may access, browse, and use the Website for lawful personal and business purposes in accordance with these Terms.
You agree not to use the Website to:
Percee Digital makes no warranty or representation that the Website will be available at all times, free from errors, viruses, or interruptions, or that any information on the Website is accurate, complete, or up to date. Percee Digital reserves the right to modify, suspend, or discontinue any aspect of the Website at any time without prior notice and without liability.
If you submit any content to the Website via contact forms, enquiry submissions, or other means, you grant Percee Digital a non-exclusive, worldwide, royalty-free licence to use such content for the purpose of responding to your enquiry and improving our services. You warrant that any content you submit does not infringe any third-party rights and complies with applicable law.
The Website may contain links to third-party websites, platforms, tools, and services for your convenience. Percee Digital does not control and is not responsible for the content, privacy practices, terms of service, or accuracy of information on any third-party website or service. The inclusion of any link on the Website does not imply endorsement, approval, or affiliation by Percee Digital.
Your interactions with third-party websites and services are governed solely by the terms and privacy policies of those third parties. Percee Digital shall not be liable for any loss or damage of any kind arising from your use of or reliance on any third-party content, goods, services, or websites accessed via links on the Website.
You acknowledge that certain services delivered by Percee Digital may involve the use of third-party platforms (such as Google Ads, Meta Business Suite, or LinkedIn Ads Manager). Your use of such platforms is subject to the respective terms of service and policies of those third-party providers, and Percee Digital has no control over changes to those platforms, their policies, or their performance.
Percee Digital reserves the right to update, amend, or replace these Terms at any time by posting the revised Terms on the Website. The "Last Updated" date at the top of this page will be updated accordingly. It is your responsibility to review these Terms periodically.
For existing clients with active engagements governed by a signed MSA or SOW, material changes to these Terms that adversely affect your rights under a current agreement shall be communicated by email with at least thirty (30) days' notice before taking effect. Your continued use of the Website or services following the effective date of any revised Terms constitutes your acceptance of such changes.
If you do not agree to any revised Terms, you should discontinue your use of the Website and, if applicable, notify Percee Digital in writing of your intention to terminate services in accordance with the termination provisions set out in Section 12.
If any provision of these Terms is found to be unlawful, void, or unenforceable by a court of competent jurisdiction or arbitral tribunal, such provision shall be deemed severable from the remainder of these Terms and shall not affect the validity or enforceability of any other provision. The parties agree that the offending provision shall be modified to the minimum extent necessary to make it enforceable while preserving the original intent of the parties to the fullest extent possible.
No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude any further exercise thereof or the exercise of any other right, power, or remedy. A waiver of any breach of these Terms shall not be deemed a waiver of any subsequent breach of the same or any other provision.
Neither party shall be liable to the other for any failure or delay in the performance of its obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond that party's reasonable control, including but not limited to natural disasters, acts of war or terrorism, pandemic or epidemic events, government actions, power or internet outages, or third-party platform failures ("Force Majeure Event"). The affected party shall give prompt written notice to the other party upon becoming aware of the Force Majeure Event and shall use all reasonable efforts to resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected engagement upon written notice without further liability, save for payment for work completed to the date of termination.
These Terms, together with any applicable SOW, MSA, Privacy Policy, and any other documents expressly incorporated by reference herein, constitute the entire agreement between you and Percee Digital with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether oral or written, between the parties relating to such subject matter.
No representation, warranty, or inducement not expressly set out in these Terms or an applicable SOW/MSA shall form part of the agreement between the parties. Each party acknowledges that it has not relied on any statement, representation, or warranty except as expressly set out herein.
The Client may not assign, transfer, subcontract, or novate any rights or obligations under these Terms or any SOW or MSA without the prior written consent of Percee Digital. Percee Digital may assign its rights and obligations under these Terms to any affiliate, successor entity, or acquirer of all or substantially all of Percee Digital's business assets, provided that Percee Digital notifies the Client in writing and the assignee agrees in writing to be bound by these Terms.
All formal notices required or permitted under these Terms shall be in writing and delivered by email with read receipt or by internationally recognised courier service to the addresses set out below, or to such other address as a party may designate in writing. Email notices to Percee Digital must be sent to [email protected]. Notices shall be deemed received upon confirmed delivery.
For any questions, concerns, or formal notices relating to these Terms of Service, please contact us through the following channels:
Percee Digital Ltd., Legal Department
General enquiries: [email protected]
Other Legal Documents
Our legal team is available to clarify any aspect of these Terms of Service. Reach out and we'll respond within one business day.