1. Definitions:

a)     Scope of Work: 

The agreed-upon tasks, deliverables, and objectives that GCC Marketing will undertake to complete the project as mentioned in the scope fo work .

 b)     Proposal: 

A formal document that outlines the terms, conditions, and specifications of the project as presented by GCC Marketing to the client.

 c)    Design Iterations: 

The fixed number of design revisions and approvals provided by GCC Marketing for logo and screen designs.

 d)     Third-Party Tools: 

External websites, applications, systems, payment gateways, API’s or 3rd party services provided by the client or used by GCC Marketing that are integrated into the project, subject to the terms and conditions imposed by the respective third-party providers.

 e)     Project Go-Live: 

The stage at which the project is made live and accessible to the public, subject to full payment received by GCC Marketing and clearance of all outstanding payments from the client.

 f)      Content Submission: 

The client’s responsibility is to provide the required content within the specified timeframe upon completion of the wireframes of the project.

g)     Hosting: 

Hosting refers to the service of storing and maintaining a website or application on a server that is connected to the Internet. It allows the website or application to be accessible to users online.

h)     Domain: 

A domain is a unique address that identifies a website on the internet.

i)       Complementary Inclusions: 

Complementary inclusions are additional services, features, or components that are provided by GCC Marketing at no extra cost to the client. These inclusions are often included as a value-added service or as a goodwill gesture. The client must pay all outstanding payments before complementary services are provided. Complementary services are complementary and will be provided at the discretion of the company and the availability of resources.

j)       Fonts: 

Fonts refer to the different styles or designs of typefaces used to display text in written or digital content.

k)     Deliverables: 

The specific items or outputs that GCC Marketing will provide as part of the project, such as design mockups, website development, and any other agreed-upon deliverables.

l)       User Acceptance Testing (UAT): 

The process in which the client tests the functionality and usability of the developed project to ensure it meets their requirements and expectations.

m)   Intellectual Property Rights: 

The legal rights that protect the original creative works produced by GCC Marketing, including but not limited to designs, logos, and code.

n)     Payment Terms: 

The agreed-upon terms and schedule for payment, including any upfront deposits, milestone payments, or final payment requirements.

o)     Confidentiality: 

The obligation of both parties to keep any confidential or proprietary information shared during the project confidential and not disclose it to third parties without explicit consent.

p)     Project Timeline: 

The estimated or agreed-upon timeline for completing the project, including key milestones and deliverable dates.

q)     Project Management: 

The process and activities undertaken by GCC Marketing to plan, organize, and oversee the successful execution of the project, ensuring it stays on track and meets the client’s requirements.

r)      Client Review and Approval: 

The process in which the client reviews the deliverables, such as designs or prototypes, and provides feedback or approval. This ensures that the project aligns with the client’s vision and expectations.

s)      Project Documentation: 

The comprehensive collection of all project-related documents, including proposals, contracts, specifications, design mockups, and any other relevant materials. It serves as a reference and source of information throughout the project.

t)      Support and Maintenance: 

The ongoing assistance and troubleshooting provided by GCC Marketing after the project is completed. This may include bug fixes, and technical support to ensure the project operates smoothly. It does not include any updates in currently built functionality as per the agreed scope of the project.

u)     Compatibility: 

The ability of a website, software, or system to function correctly and display properly across different browsers, operating systems, and standard devices. 

v)     Hourly Rate: 

The rate at which GCC Marketing charges for design or development work on an hourly basis. This rate is typically specified in the proposal or contract and is applied to any additional development work requested by the client beyond the covered scope.

w)    Governing Law:

Federal Law No. (5) of 1985 On the Civil Transactions Law of the United Arab Emirates (the “Law") is a significant legislation that governs various aspects of civil transactions and relationships in the United Arab Emirates (UAE).

 

2. Disclaimer of Amendment

1. a)     GCC Marketing reserves the right to amend the terms and conditions of its services at any time, without prior notice.
2. b)     Any amendments to the terms and conditions will become effective immediately upon being posted on the GCC Marketing website or upon notification to the clients.
3. c)     By continuing to use the GCC Marketing website or placing orders for services, clients acknowledge and accept any amendments made to the terms and conditions.
4. d)     It is the responsibility of clients to regularly review the updated terms and conditions and ensure compliance with the amended provisions.
5. e)     GCC Marketing will make reasonable efforts to notify clients of any significant amendments that may impact their rights or obligations.
6. f)     If clients disagree with any amendments made to the terms and conditions, they may choose to terminate their use of the GCC Marketing services. However, in such cases, clients will be responsible for paying any outstanding payments owed to GCC Marketing for the services already rendered prior to termination.
7. g)     The continued use of GCC Marketing services after amendments will be deemed as acceptance of the updated terms and conditions.
8. h)     Clients must explicitly agree to the terms and conditions of GCC Marketing in order to initiate the agreement.

 

3. Eligibility

Here users are referred to as Hosts, Guests or any visitor on the website/platform www.gcc-marketing.com .

1. a)     To use the platform, users must be at least 18 years old or of the legal age of majority in their respective jurisdiction.
2. b)     By accessing or using the platform, users represent and warrant that they meet the age requirement.
3. c)     Users must have the legal capacity to enter into binding agreements.
4. d)     Users previously suspended or banned from the platform are not eligible.
5. e)     Users must agree to the platform’s terms and conditions.

 

 4. Scope of the Work

The scope of the work shall be expressly delineated and demarcated in proposal/quotation, which shall serve as the definitive reference and authoritative documentation thereof.

 4.1.  Obligations Regarding Scope of the Work

1. GCC Marketing provides a list and scope of services to clients in proposal/quotation
2. The scope outlines the specific services to be provided by GCC Marketing.
3. It is the responsibility of the client to carefully review the scope and understand it.
4. It is the client’s responsibility to familiarize themselves with the scope and its details.
5. Based on the information provided in the proposal/quotation, the client must make an informed decision regarding the services they require.
6. The client should ensure that the services outlined in the proposal/quotation meet their specific needs and expectations.
7. Once the client accepts the proposal/quotation and agrees to proceed with the outlined services, they are bound by the terms and conditions.
8. By accepting the proposal/quotation, the client acknowledges their understanding of the services to be provided and agrees to pay for them accordingly.
9. It is the client’s responsibility to make sure all requirements are listed properly in the scope in full detail. The clients must not think that something which is not mentioned will be done automatically or it is understood. Due to the nature of our services, we don’t accept these excuses.

4.2.  Scope Control During Project Execution

1. At GCC Marketing, we acknowledge that clients may suggest new ideas, updates, omissions, additions, or iterations during the design stage that may slightly/significantly deviate from the original scope of work. Such requests will be considered on a case-by-case basis and are subject to approval by the project team. If the project team accepts the client’s request, the final approved design will take precedence over the initial scope of work, and the development team will proceed accordingly as per approved design. GCC Marketing shall not be held liable for any omissions or additions initiated by the client after the design has been approved.

2. Any additions or significant changes in scope will be quoted separately.

5. Performance Obligations

1. a) Both parties shall perform their respective obligations under this contract in accordance with its contents and in a manner consistent with the requirements of good faith, as stated in Article 246 of the UAE Civil Code.
2. b) The parties shall act honestly, fairly, and with integrity in carrying out their obligations under this contract, maintaining a high standard of conduct and upholding the principles of good faith in their dealings with each other.

 

6. Holding of the project.

1. The option for clients to put a project on hold demonstrates GCC Marketing’s flexibility and understanding of clients’ changing circumstances. It allows clients to manage their resources effectively and ensures that projects can be resumed at the time specified in the clause c.
2. The client must pay all outstanding balance payments during the project on hold, GCC Marketing ensures that the financial commitments are honored, and resources are allocated appropriately.
3. For any project placed on hold at the client’s request, the client agrees to pay the subsequent milestone that the GCC Marketing team is actively working toward. Any payments made for the project to date are strictly non-refundable and cannot be reallocated to other services or work for the client.
4. The maximum time limit of 6 months for holding a project strikes a balance between accommodating clients’ temporary needs and maintaining project momentum. It encourages timely progress and completion of projects while accommodating reasonable delays. The project will be terminated after 6 months without any prior notice to the client.
5. The clients accept that GCC Marketing will accept any legal notices/proceedings only made within the project holding period of 6 months. If the client or their lawyer fails to respond back or follow up within two months, then the legal notice will be considered void. It is the client’s responsibility to follow up. GCC Marketing will not respond to any notices if the above-mentioned periods are passed.   
6.  GCC Marketing takes no responsibility for technology changes during the project hold period. The client will pay for any additional development or testing costs as per their specific scenario.  The client acknowledges that technology is constantly evolving, and clients should be aware of the potential impacts on their projects. 
7. If during the project hold period, there are significant technology advancements relevant to the client’s project, GCC Marketing may propose incorporating those advancements into the project. However, any such technological advancements will be implemented only with the explicit consent of the client. Any additional charges may apply. 
8. In the event that the client decides not to adopt the proposed technology advancements or fails to make the required payments for incorporating them, GCC Marketing will proceed with delivering the work as originally agreed upon in the proposal/quotation provided. The client acknowledges that if they choose not to embrace the technological advancements, GCC Marketing will not be held responsible if the previous version without those advancements fails to function optimally or becomes incompatible with emerging technologies.
9. In the event that the client decides to cancel the project during the hold period, GCC Marketing will assess any work completed and expenses incurred up until that point. The client may be responsible for covering the costs associated with the completed work or any contractual obligations that were agreed upon prior to the project hold. 
10. GCC Marketing reserves the right to modify the terms and conditions related to project holds, technology changes, or any other relevant aspects as necessary. Any modifications will be communicated to the client in a timely and transparent manner, allowing for a mutual understanding and agreement between both parties.

 

7. Additional Services and Fees

1. GCC Marketing offers a range of additional services beyond the ones outlined in the proposal/quotation. These additional services may include technology advancements, customizations, or specialized functionalities.
2. Clients acknowledge that these additional services come at an additional cost. The fees for such services are determined on a fee-for-service basis or an hourly or task rate, as agreed upon between GCC Marketing and the client.
3. If clients require any additional services, the corresponding fee will be clearly communicated and added to their invoice. The client agrees to pay the additional fees in accordance with the agreed terms and payment schedule.
4. The pricing and charges for additional services will be discussed and mutually agreed upon before the commencement of the service. GCC Marketing will provide the client with a detailed breakdown of the fees associated with the requested additional services.
5. Clients understand that the provision of additional services may impact project timelines and deliverables. Any changes to the project scope resulting from the inclusion of additional services will be communicated to the client, and adjustments to the project plan may be necessary.
6. The client acknowledges that the fees for additional services are separate from the fees outlined in the proposal/quotation. These fees reflect the additional value and efforts required to deliver the requested services.
7. Article 414, duly noted, establishes that any party bound by an obligation may abstain from fulfilling said obligation until the obligor has fulfilled an obligation stemming from the obligee, which is intricately linked to it.

 

8. Payments

1. a) Clients are required to make payment for the services provided by GCC Marketing as per the agreed terms and conditions. GCC Marketing can’t be held responsible in case of delays in the payments from the client. 

8.1. Currency

1. a) Payments in AED: All payments to GCC Marketing shall be made in UAE Dirham (AED), the local currency of GCC Marketing except where mentioned specifically.
2. b) Exchange Rate: In cases where the client is making payment in a currency different from the currency specified on the invoice, GCC Marketing will apply the prevailing exchange rate at the time of payment. Any costs associated with currency conversion shall be borne by the client.
3. c) Exchange Rate Variations: The client acknowledges that fluctuations in exchange rates may result in slight variations in the final invoice amount due to currency conversions. GCC Marketing shall not be held responsible for any discrepancies arising from currency exchange fluctuations.

8.2. Invoice Payment:

1. a) Timely Payment: Clients are required to clear all invoices within 05 workdays from the date of the invoice. 
2. b) Late Payment: If the client delays the payment of an invoice for more than 15 calendar days, a surcharge of AED 100 will be applicable for each passing calendar day.

8.3. Payment after Service Delivery:

1. a) Specific Requests: In certain scenarios and upon specific request from the client (written or verbal), GCC Marketing may agree to accept payment after service delivery.
2. b) Ownership and Mobile Apps: It is important to note that the ownership of the software will remain with GCC Marketing until full payment is received. For mobile apps, store accounts will be created and paid for by GCC Marketing, and the app will remain functional through GCC Marketing’s accounts. Changing this arrangement requires the client’s willingness to pay $5,000 for transfer charges.
3. c) Going Live: The client must clear all the outstanding payments period to go live. GCC Marketing reserves the right to hold the project and only make it live upon clearance of final payment.

8.4. Third-Party Fees:

1. a) Reimbursement: If the execution of the project requires the use of third-party services, platforms, or licenses, any applicable fees or charges shall be the responsibility of the client. GCC Marketing will provide an estimate of such fees in advance, and the client shall reimburse GCC Marketing accordingly.
2. b) Pass-through Charges: GCC Marketing may include pass-through charges for third-party services directly on the invoice. The client agrees to pay these charges in addition to the agreed-upon project fees.

8.5. Payment Disputes:

1. a) Notification: In the event of a payment dispute, the client must notify GCC Marketing in writing within seven (7) business days from the date of the disputed invoice. Failure to provide timely notice shall be deemed as acceptance of the invoice.
2. b) Resolution: GCC Marketing will make reasonable efforts to resolve payment disputes in a timely manner. However, the client acknowledges and agrees that disputes shall not justify withholding or delaying payment for other undisputed services provided by GCC Marketing.
3. c) Suspension of Service: According to Article 247 of the UAE Civil Code, herein acknowledged, it acknowledges the prerogative of a party to withhold the fulfillment of its contractual obligations in the event of non-performance by the other party. Such non-performance may include but is not limited to, the failure to make timely and proper payments. However, it is imperative to exercise caution in unilaterally deeming the contract terminated solely due to such non-payment, as such action may render the counterparty eligible to perceive it as a termination attempt.

 

No Refund but One-Year Warranty and Repair / Bug Fixing Policy:

The client acknowledges and agrees that the payment for the project is based on the number of hours worked by GCC Marketing’s team or on a project basis. The client understands that the fees charged are for the time and expertise invested by the team members in executing the project as per the agreed scope of work.

No Refund.

As the client is paying for the time and effort invested by the team members, there shall be no refund for the hours worked. The client acknowledges that the payment is for the utilization of GCC Marketing’s resources and expertise, regardless of the specific outcome or deliverables. GCC Marketing operates on a strict no-refund policy. Once the client has made the payment for the project, it is non-refundable, except as expressly stated in this agreement or required by applicable law.

 

Warranty:

 In some specific scenarios, GCC Marketing provides a one-year warranty on the functionality and performance of the project deliverables, starting from the date of project completion or go-live, whichever comes first. During this warranty period, if any defects or bugs or issues arise as a result of GCC Marketing’s workmanship or coding, GCC Marketing will promptly address and repair such defects at no additional cost to the client.

Warranty Exclusions:

The warranty does not cover defects or issues arising from the client’s misuse, unauthorized modifications, or alterations made to the project deliverables by any party other than GCC Marketing. The warranty also does not cover defects or issues resulting from changes in third-party software, technologies, or platforms that are beyond GCC Marketing’s control.

 

Repair / Bug Fixing and Resolution:

In the event of any defect or bug or issue covered under the warranty, the client must notify GCC Marketing in writing within a reasonable time period. GCC Marketing will make commercially reasonable efforts to repair or resolve the issue within a reasonable timeframe. The client shall cooperate and provide any necessary information or access to facilitate the repair or resolution process.

Warranty Limitations:

The warranty provided by GCC Marketing is limited to the repair or resolution of defects or bug fixing or issues covered under the warranty. It does not include any additional services, enhancements, or modifications requested by the client that are beyond the scope of the original project or have been specifically excluded from the warranty.

Expiration of Warranty:

The warranty provided by GCC Marketing will expire after one year from the date of project completion or go-live, whichever comes first. After the expiration of the warranty period, any repairs or modifications requested by the client will be subject to separate agreements and charges.

 

9. Delay In Project

9.1. Project Start.

GCC Marketing will start the work ONLY upon receipt of a down payment as per agreed amount..

9.2. Responsibilities of the Client.

In the event of project delays caused by the circumstances outlined herein, GCC Marketing shall bear no liability.

9.3. Delay in Receipt of Client Materials:

GCC Marketing relies on the timely receipt of all necessary materials from the client to ensure the timely completion of the project. Any delays in the receipt of materials, such as content, images, APIs or other relevant assets, may result in project delays. GCC Marketing shall not be held responsible for such delays caused by the client’s failure to provide the necessary materials in a timely manner. GCC Marketing will not start the next stage of the project unless the previous stage for the project is approved/accepted by the client. 

9.4. Client Response Time:

1. a)      Timely client feedback is essential for the successful completion of the project. Delays in client feedback can lead to project delays and impact the overall timeline. Therefore, it is expected that the client responds promptly within 24 hours of the submission of deliverables.

 

1. b)      Please note that any delays in client feedback will be taken into account when calculating the project timeline.

The expected response time for various stages of the project are as follows:

1. a)     Software Requirements Specification (SRS) Review: The client is required to review the SRS document and provide feedback within 24 hours of its submission.
2. b)     Design Feedback: Upon receiving the designs, the client should carefully review and provide feedback on the design elements, layout, and overall visual representation within 24 hours.
3. c)     Development Clarifications: If there are any questions or clarifications needed regarding the development phase, the client should promptly communicate them within 24 hours.
4. d)     User Acceptance Testing (UAT) Review: During the UAT phase, the client should thoroughly test the software/application and provide feedback on any identified issues, bugs, or required modifications within 48 hours.
5. e)     Additional Requirements: If the client has any additional requirements or changes during the course of the project, such requests should be communicated within 24 hours.

 

9.5. Failure of Client to Fulfill Responsibilities.

GCC Marketing shall not be held liable for any consequences resulting from delays in feedback, late response to any requests, multiple design revision requests (our standard process includes only 3 design revisions), non-provision APIs in a timely fashion, or delayed release of funds as per milestones from the client or late in providing any relevant accesses or guidance. In such cases, any delays occurring shall entitle GCC Marketing to seek damages from the client, in accordance with the provisions of Article 415 of the UAE Civil Code.

9.6. Responsibilities of GCC MARKETING

1. a) Project Milestones and Deliverables:
2. i) Milestone Targets: GCC Marketing will establish project milestones and deliverables in consultation with the client. These milestones and deliverables are subject to change based on project requirements and the agreed-upon timeline.
3. ii) Flexibility: GCC Marketing retains the right to adjust milestone targets and deliverables as necessary to ensure the successful completion of the project. Any changes will be communicated to the client in a timely manner.
4. b) Resource Allocation:
5. i) Resource Availability: GCC Marketing will allocate its resources to the project based on availability and workload. While every effort will be made to adhere to agreed-upon timelines, unforeseen circumstances or changes in resource availability may impact project timelines.
6. ii) Priority Projects: GCC Marketing reserves the right to prioritize projects based on various factors, including client requirements, project complexity, and resource availability. This may result in adjustments to project timelines.

c) External Dependencies:

a) Third-Party Services:

1. i) GCC Marketing hereby clarifies that it does not engage in any partnership, affiliation, or contractual arrangement with third parties. The utilization of third-party services, platforms, or APIs by GCC Marketing is solely for the purpose of enhancing its service offerings and does not constitute subcontracting.
2. ii) The successful execution of the project may be dependent on the availability and performance of third-party services, platforms, or APIs. GCC Marketing shall not be held responsible for any delays or issues arising from factors beyond its control, including the performance or unavailability of third-party services.

10. Limitation of Satisfaction Guarantee:

a)      Nature of Services: 

The services provided by GCC Marketing do not include a 100% satisfaction guarantee. While GCC Marketing is committed to working towards client satisfaction, it is important to understand the inherent limitations associated with this guarantee.

b)      Reasonable Expectations: 

GCC Marketing shall not be held responsible for fulfilling unreasonable expectations or requests from clients. The determination of reasonableness lies within the discretion of GCC Marketing, based on the scope of services offered as in Exhibit A.

c)      Professional Judgment and Expertise: 

Clients are advised to acknowledge and respect the professional judgment and expertise of GCC Marketing. The team at GCC Marketing employs industry-standard practices, methodologies, and technical capabilities to deliver services. However, external factors or project constraints may impact the final outcome.

d)      Professional Discretion: 

GCC Marketing retains the right to exercise professional discretion in evaluating and addressing client expectations. Factors such as project feasibility, technical limitations, and resource availability are considered when assessing the feasibility of specific requests or expectations.

e)      Professional Discretion: 

GCC Marketing retains the right to exercise professional discretion in evaluating and addressing client expectations. Factors such as project feasibility, technical limitations, and resource availability are considered when assessing the feasibility of specific requests or expectations.

f)      Client’s Independent Decision-Making and Associated Damages.

 In the event that the Client disregards the decisions and recommendations put forth by the experts engaged by GCC Marketing and proceeds to make independent decisions and carry out corresponding actions:

1. i) GCC Marketing shall be exempt from any liability pertaining to damages incurred as a result of the Client’s independent decision-making and subsequent actions.
2. ii) The Client shall assume sole responsibility for any damages resulting from the implementation of their own decisions, independent of the advice and expertise provided by GCC Marketing.

 

11. AUTOMATIC RENEWAL

a)      Renewal of Services: 

All monthly and yearly services, including Hosting, Domains, SEO, and SMM, provided by GCC Marketing, shall be subject to automatic renewal unless otherwise requested by the client. The purpose of automatic renewal is to ensure the continuous provision of services and maintain a seamless experience for the clients.

b)      Client’s Obligation: 

It is the client’s responsibility to provide written notice of cancellation for these subscriptions at least 15 work days prior to the end of the current subscription period. Failure to submit a timely cancellation request will result in the automatic renewal of the services for the subsequent period.

c)      Subscription Fees: 

Upon renewal, the client shall be liable to pay the full subscription fee for the upcoming period. The client acknowledges that the renewal of services entails a financial obligation and agrees to fulfill the payment within the specified timeframe.

d)      Consequences of Non-Payment: 

In the event of non-payment within one month of the renewal date, GCC Marketing reserves the right to suspend or terminate the services without further notice. The client acknowledges that the interruption or termination of services due to non-payment may result in the loss of access to essential resources and features.

e)      Payment Collection and Legal Remedies: 

GCC Marketing retains the right to collect payment for automatic renewals through the agreed payment method on file. In the event of non-payment or default by the client, GCC Marketing may take appropriate legal action to recover the outstanding amounts owed. The client shall be responsible for any associated costs, including but not limited to collection fees and legal expenses.

f)       Client’s Acknowledgment: 

The client acknowledges that the automatic renewal of services is in the best interest of maintaining a consistent and uninterrupted service experience. The client further understands that GCC Marketing assumes no responsibility for any adverse consequences resulting from the client’s failure to provide timely cancellation notice or non-payment.

g)      Modifications and Cancellations: 

GCC Marketing reserves the right to modify or cancel the automatic renewal process or subscription service at any time, upon providing reasonable notice of  TWO WEEKS to the client. Such modifications or cancellations shall not affect the client’s existing contractual obligations and will be communicated in accordance with the agreed communication channels. For any modifications or updates (e.g. security settings, DNS settings, IPs, records, etc.), all clients will be given a reasonable notice of TWO WEEKS to comply. GCC Marketing can’t be held for any loss of data or service caused by non-availability of the accesses (e.g. domain panel etc) or due to non-cooperation from the client team. 

h)      Resumption of Services: 

Once the outstanding payment and the additional fine, if applicable, are settled, GCC Marketing will resume the provision of services. The client understands that any delays in payment and the imposition of fines may impact the project timeline and GCC Marketing shall not be held liable for any resulting delays or losses.

 

12. THIRD-PARTY APPROVALS

GCC Marketing does not provide any guarantees or warranties for third-party approvals. The client acknowledges and agrees that GCC Marketing does not have direct control over third-party entities involved in the approval process.

a)      Mobile App Platforms:

 In the case of mobile app development, if GCC Marketing develops a mobile app for the client on platforms such as Android and iOS, it is explicitly understood that GCC Marketing is not responsible for obtaining the necessary approvals for the app to be listed and made available on the respective app stores. The client acknowledges that the app approval process is governed by the platform providers and subject to their own guidelines, terms, and conditions.

b)      Government Authority Approvals:

 Furthermore, any approvals required from government authorities, including but not limited to content, functionalities, or any other aspects, are solely the responsibility of the client. GCC Marketing does not assume any liability or guarantee the approval of content or functionalities by government authorities.

c)      Client’s Obligations: 

It is the client’s sole responsibility to ensure compliance with applicable laws, regulations, and obtaining necessary approvals from relevant third parties or government authorities, as required for the successful deployment and operation of the project. The client agrees to provide all necessary information, documentation, and cooperation to facilitate the approval process.

d)      Assisting in the Approval Process:

 While GCC Marketing may provide reasonable assistance and guidance to the client in preparing and submitting applications or required documentation for third-party approvals, it does not guarantee the outcome or success of the approval process. The client acknowledges that the final approval or rejection of the project lies outside the control and responsibility of GCC Marketing.

e)      Limitation of Liability: 

GCC Marketing shall not be held liable for any consequences, losses, damages, or delays arising from the failure to obtain third-party approvals. This includes any financial losses, reputational damage, or any other harm resulting from the denial, delay, or rejection of approvals by third-party entities or government authorities

 

13. Design Review

GCC Marketing understands the importance of client satisfaction and strives to deliver high-quality designs. Within the fixed number of iterations, the client can provide clear and specific feedback for revisions. It is essential for the client to consolidate their feedback and provide it in a timely manner to avoid delays in the design process. Our design process includes only 3 – 4 revision requests. An amount of AED 370 is applicable for any subsequent revisions for each page.  Please note that all feedback must be in one go so that we can finish the design as per the timeline. If the client is taking too much time in the design or requesting too many revisions during the design stage or expects too much perfection then the design milestone will be extended until approved. GCC Marketing will not start the development until the design is approved. Delays in achieving design milestones due to excessive revisions will not impact the timeline of the next milestones or project stages.   

 

a)      Design Feedback Responsibility: 

The client acknowledges their responsibility to review the design iterations promptly and provide consolidated and actionable feedback. GCC Marketing will make necessary revisions based on the provided feedback, and the client should ensure that their feedback is comprehensive and aligns with the project requirements.

 

b)      Design Scope and Limitations: 

The client understands that the design iterations are focused on visual elements and user interface aspects of the project. Extensive design changes that significantly impact the project’s scope or require substantial additional work may be subject to reevaluation and additional charges. The client will be informed in advance of any such circumstances.

 

c)      Design Files and Ownership: 

Upon the client’s final approval of the design, GCC Marketing will provide the necessary design files as outlined in the project scope. The client acknowledges that these design files are for the agreed purposes and should not be used or distributed without appropriate permissions or licenses. The client retains ownership of any specific branding elements or assets provided to GCC Marketing for incorporation into the design.

d)      Design Consistency: 

GCC Marketing will strive to maintain design consistency throughout the project. However, the client acknowledges that certain design elements may need to be adjusted to accommodate technical limitations or platform-specific requirements. GCC Marketing will work closely with the client to ensure the best possible balance between design aesthetics and functional requirements.

e)      Design Approval: 

Only once the design is approved, only then GCC Marketing proceed towards development. With this design approval, the development phase ensures accurate implementation of the approved design.

f)       Design Feedback Timeframe:

 The client agrees to provide feedback on design iterations within a reasonable timeframe as mutually agreed upon. Timely feedback is crucial to maintain project momentum and meet established deadlines. Delays in providing feedback may result in project delays and additional charges if revisions are requested after the agreed-upon number of iterations.

g)      Design Review Meeting: 

GCC Marketing may schedule a design review meeting with the client to discuss the progress and gather feedback on design iterations. The client is encouraged to actively participate in these meetings to ensure effective communication and alignment of design expectations.

h)      Design Version Control: 

GCC Marketing will maintain proper version control of design files to ensure clarity and traceability. The client is advised to use the latest approved version of the design files for reference and collaboration purposes.

i)       Design Sign-off:

 At a mutually agreed-upon stage, the client will be required to provide a formal sign-off indicating their approval of the design. Once signed, the design will be considered final, and further design iterations will be subject to additional charges as per the agreement.

j)       Design Changes During Development:

 The client acknowledges that significant design changes requested during the development phase may require additional time and resources. GCC Marketing will evaluate the impact of such changes on the project timeline and cost and provide a revised estimate for the client’s approval before proceeding with the modifications.

k)      Design Intellectual Property:

 The client acknowledges that any unique design concepts, ideas, or creative elements developed by GCC Marketing during the project are the intellectual property of GCC Marketing unless otherwise specified in a separate agreement. The client is granted a non-exclusive license to use the final approved design solely for the intended purposes outlined in the project scope.

 

14. Limitations on the use of Third Party

a)      Compatibility and Support: 

GCC Marketing will make reasonable efforts to integrate and work with the client-provided third-party tools. However, the client acknowledges that the compatibility and support of these tools are dependent on the respective third-party providers. GCC Marketing cannot guarantee the availability, functionality, or continued support of client-provided third-party tools. Any issues or limitations arising from the use of these tools will be addressed in collaboration with the client, but the ultimate responsibility for resolving them lies with the third-party provider.

b)      Third-Party Tool Evaluation: 

If the client requests GCC Marketing’s assistance in selecting and integrating third-party tools, GCC Marketing may provide recommendations based on their expertise. However, it is the client’s responsibility to thoroughly evaluate and assess the suitability, reliability, and licensing requirements of the recommended third-party tools. GCC Marketing will not be held liable for any issues or consequences arising from the client’s choice of third-party tools.

c)      Third-Party API Limitations: 

The client understands that the functionality and performance of third-party tools may be subject to limitations imposed by their respective APIs (Application Programming Interfaces). GCC Marketing will make reasonable efforts to inform the client about any known limitations or restrictions associated with the integration of third-party APIs. However, the client acknowledges that GCC Marketing is not responsible for the limitations or changes in functionality imposed by third-party APIs.

d)      Third-Party Tool Updates and Upgrades:

 The client acknowledges that updates, upgrades, or changes made by the third-party providers to their tools may affect the integration or functionality of the third-party tools within the project. In such cases, GCC Marketing will work with the client to evaluate the impact and explore appropriate solutions. Any additional work required to accommodate these updates or upgrades may be subject to additional charges as agreed upon by both parties.

e)      Third-Party Tool Licenses and Fees:

 The client is responsible for acquiring and maintaining valid licenses or subscriptions for any third-party tools required for the project. Any associated fees or costs related to the use of third-party tools, including API access fees or usage charges, are the client’s responsibility. GCC Marketing will provide assistance in the integration of the tools but is not liable for any licensing issues or costs incurred by the client.

f)       Third-Party Tool Ownership:

 The client acknowledges that any third-party tools, including their associated intellectual property rights, are owned and controlled by the respective third-party providers. GCC Marketing does not claim ownership of these tools and their intellectual property rights. The client’s use of third-party tools is subject to the terms and conditions set forth by the third-party providers.

g)      Third-Party Tool Support and Maintenance:

 GCC Marketing will not be responsible for providing ongoing support or maintenance for client-provided third-party tools unless explicitly agreed upon in a separate maintenance agreement. The client should refer to the third-party provider’s support channels or engage with appropriate support services for any issues or maintenance related to the third-party tools.

 

15. Project Launch

a)      Dependencies: 

The client acknowledges that the go-live of the project is dependent on various factors, including the completion of all development tasks, successful User Acceptance Testing (UAT), and the receipt of full payment. The client understands that any delays in providing required materials, feedback, or payment may impact the scheduled project go-live date.

b)      Outstanding Payment and Project Go-Live: 

In cases where the project go-live is pending due to outstanding payment related to User Acceptance Testing (UAT), the client agrees to clear the payment within 5 days after the completion of the UAT task. Failure to make the payment within the specified timeframe may result in a delay in the project’s go-live.

c)      Project Launch Date Agreement:

 Upon receiving full payment and completing all necessary tasks for go-live, GCC Marketing and the client will agree upon a specific project launch date. The client understands that any changes to the agreed-upon launch date may require mutual consent and may result in additional charges or project rescheduling, subject to GCC Marketing’s availability.

d)      Go-Live Readiness: 

The client acknowledges that they are responsible for ensuring the readiness of their systems, infrastructure, and any third-party dependencies required for the project to go live. GCC Marketing will provide necessary assistance and guidance, but the ultimate responsibility for go-live readiness lies with the client.

e)      Post-Launch Support: 

Following the project’s go-live, GCC Marketing will provide a specified period of post-launch support as agreed upon in the agreement. This support period is intended to address any immediate issues or bugs related to the project implementation. Additional support or maintenance services beyond the agreed-upon period may require a separate maintenance agreement.

f)      Lifetime Support: 

GCC Marketing offers lifetime support to selected clients depending upon the nature of the project. This support period is intended to address any immediate issues or bugs related to the project implementation. Additional support or maintenance services beyond the agreed-upon period may require a separate maintenance agreement. Please note that lifetime support is only valid for 7 years from the starting date (when the first agreement is signed) of the project. Beyond this period, a separate AMC to be signed to retain these services. 

16. Implementation Scope and Verbal Agreements:

This proposal serves as the final contract for implementation by the technology and delivery team. It is important to note that any discussions or agreements made verbally with the Business Development Manager or higher management that are not explicitly incorporated within this proposal will not be implemented. We kindly request all esteemed clients to thoroughly read and understand this proposal before signing off to avoid any conflicts or misunderstandings during the development process. Furthermore, please acknowledge that our development services are carried out within the constraints of the selected coding technology and as outlined in the scope of work.

 

 17. Content Delivery and Invoice Processing:

To ensure timely completion of the developed site or final demo, the client is responsible for providing the necessary content within 30 calendar days. Failure to provide the required content within this timeframe will not exempt the client from processing the final invoice for completion. The agreed-upon payment terms and conditions must be adhered to accordingly.

 

18. Complementary Inclusions and Full Payment:

Complementary free inclusions or additional services will only be applicable upon full payment of the project. The client is required to fulfill the agreed-upon payment terms and conditions in order to avail themselves of these complimentary offerings.

19. Stock Images and Client-Provided Media

In the event that the client fails to provide stock images or client-provided temporary or permanent images of shoots, our team may procure the required images on the client’s behalf. Any charges incurred from the purchase of such images will be the client’s responsibility. We highly recommend utilizing reputable image sources such as http://www.istockphoto.com and http://www.depositphotos.com.

20. Fonts and Graphics Compatibility:

The appearance of fonts and graphics within the developed project will adhere to standard guidelines and practices based on browsers’ compatibility, capability, and version. Our optimization efforts are focused on popular operating systems such as Windows, macOS, Linux, and the latest versions of Internet Explorer, Firefox, Chrome, and Safari. Should there be a need for specific optimization for other browser versions, additional charges may apply based on the client’s request.

21. Hosting, Domain Name, and Additional Features

Hosting, domain name registration, and additional features are excluded from this proposal unless explicitly stated otherwise. The standard features included in this proposal are deemed sufficient for the project’s requirements. SSL integration will be performed as necessary; any changes or additional SSL features will be subject to standard charges. We recommend reviewing the terms and conditions, disclaimer, privacy policy, and frequently asked questions (FAQs) provided in the footer content on our website www.gcc-marketing.com for a comprehensive understanding of our working practices.

22. Complimentary Development Work and Hourly Rates:

Upon going live, the client will be offered 8 hours of complimentary development work. After exhausting the initial complimentary hours, subsequent development work will be billed at the rate specified in this proposal, in AED per hour. Alternatively, the client may choose to negotiate a fixed cost for the entire scope of work, which will be added as an amendment to this proposal.

 23.  Confidentiality of Information

Both parties acknowledge and agree to the following provisions regarding the confidentiality of information:

a) Definition of Confidential Information:

Confidential Information refers to any data, documents, materials, or knowledge disclosed by either party, whether in oral, written, electronic, or any other form, that is designated as confidential or should reasonably be understood to be confidential given the nature of the information and the circumstances of its disclosure.

b) Non-Disclosure:

Each party undertakes to keep all Confidential Information received from the other party strictly confidential and to not disclose it to any third party without prior written consent from the disclosing party. This obligation shall extend to the party’s employees, agents, contractors, and any other third parties with access to the Confidential Information.

c) Permissible Use:

The receiving party shall use the Confidential Information solely for the purpose of fulfilling their obligations under this agreement. They shall exercise reasonable care in safeguarding the Confidential Information and prevent its unauthorized use, disclosure, or dissemination.

d) Exceptions to Confidentiality:

1.         The obligations of confidentiality shall not apply to information that:
2.         Was already known to the receiving party prior to its disclosure by the disclosing party;

     iii.          Becomes publicly available through no fault of the receiving party;

1.         Is rightfully obtained from a third party without any obligation of confidentiality;
2.         Is required to be disclosed by law, court order, or governmental authority, provided that the receiving party promptly notifies the disclosing party of such requirement to enable appropriate legal measures to be taken..

e) Remedies for Breach:

In the event of a breach or threatened breach of this confidentiality clause, the non-breaching party shall be entitled to seek injunctive relief and any other remedies available at law or in equity, without prejudice to any other rights or remedies they may have.

1. f) Obligation to maintain Confidentiality. In accordance with Article 905(5) of the UAE Civil Code, the client and GCC marketing shall maintain the confidentiality of all such information both during and after the termination of the relationship. The obligation to maintain confidentiality survives the termination of the contract and continues indefinitely.

 

24. Intellectual Property Clause:

a)      Ownership: 

The client acknowledges that all intellectual property rights, including but not limited to copyrights, trademarks, patents, and trade secrets, associated with the deliverables created by GCC Marketing, such as designs, code, graphics, and content, shall belong to the client upon full payment of the project. GCC Marketing agrees to transfer ownership of these intellectual property rights to the client upon receipt of the final payment.

b)      License:

 GCC Marketing retains a non-exclusive, worldwide, and royalty-free license to use the deliverables for promotional purposes, including showcasing the project in its portfolio or marketing materials. However, GCC Marketing shall not have the right to resell or distribute the client’s deliverables to third parties without the client’s explicit written consent.

c)      Client’s Materials:

 The client guarantees that any materials provided to GCC Marketing, including text, images, logos, and other assets, do not infringe upon any third-party intellectual property rights. The client retains ownership of its pre-existing intellectual property rights, and GCC Marketing is granted a limited license to use these materials solely for the purpose of fulfilling the project requirements.

d)      Ownership Transfer: 

Upon full payment, the client shall have full ownership and rights to the intellectual property associated with the deliverables created by GCC Marketing. This includes, but is not limited to, website designs, software code, logos, branding materials, and any other original creative works.

e)      Third-Party Materials:

 In cases where GCC Marketing incorporates third-party materials, such as stock images, fonts, or software components, the ownership and usage rights of these materials may be subject to the terms and conditions set by the respective third-party providers. The client should review and comply with these terms to ensure proper usage and licensing.

f)       Infringement Claims:

 In the event that any intellectual property infringement claims arise concerning the deliverables created by GCC Marketing, both parties agree to promptly notify each other. GCC Marketing will cooperate with the client in resolving such claims and may, at its discretion and expense, modify or replace the infringing components to avoid further disputes.

25. Limitation of Liability

The liability of GCC Marketing, its directors, employees, and agents, whether in contract, tort (including negligence), or any other legal theory, arising from or related to the project or any deliverables provided, shall be limited to the total fees paid by the client to GCC Marketing for the specific project.

a)      Exclusion of Consequential Damages:

 In no event shall GCC Marketing, its directors, employees, and agents be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to, loss of profits, data, business opportunities, or reputation, even if advised of the possibility of such damages.

b)      Client’s Responsibility:

 The client acknowledges that they are responsible for making all business decisions and for the use and implementation of the deliverables provided by GCC Marketing. GCC Marketing shall not be liable for any loss, damage, or harm resulting from the client’s use or misuse of the deliverables.

c)      Third-Party Services: 

GCC Marketing may recommend or integrate third-party services, plugins, or applications for the project. The client acknowledges that GCC Marketing does not assume any liability for the performance, reliability, or security of these third-party services. Any issues or disputes arising from the use of third-party services shall be resolved between the client and the respective third-party provider.

d)      Limitation Period: 

Any claim or cause of action arising out of or related to the project or the deliverables provided by GCC Marketing must be filed within one year after the claim or cause of action arises. Failure to file within this time period shall result in the waiver of such claim or cause of action.

 

26. Indemnification: 

The client agrees to indemnify and hold harmless GCC Marketing, its directors, employees, and agents from any claims, damages, liabilities, losses, or expenses (including reasonable attorney fees) arising out of or in connection with the client’s use of the deliverables, any breach of the agreement, or any violation of applicable laws or regulations.

a)      Defense: 

In the event of a claim, the client shall provide prompt notice to GCC Marketing, and the client shall assume the defense of any such claim, including the selection of legal counsel, at its own expense. GCC Marketing shall have the right to participate in the defense and settlement of any claim with its own counsel, at its own expense.

b)      Cooperation: 

The client agrees to fully cooperate with GCC Marketing in the defense of any claim, including providing necessary information, documentation, and access to relevant systems or platforms. Failure to cooperate may result in a breach of this agreement and may limit GCC Marketing’s ability to provide an effective defense.

c)      Settlement: 

The client shall not, without the prior written consent of GCC Marketing, settle any claim or agree to any settlement that imposes any liability or obligation on GCC Marketing or that requires GCC Marketing to take any action, unless such settlement completely releases and indemnifies GCC Marketing from all liabilities and obligations related to the claim.

 

27. Force Majeure.

 For an event to be considered a force majeure event, it must render the performance of an obligation impossible, as defined under Article 273 of the UAE Civil Code (Federal Law No. 5 of 1985, as amended).

a)      Definition:

 In the event that either party is unable to perform its obligations under this agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, strikes, labor disputes, government actions, or any other event that is unforeseeable and beyond the reasonable control of the affected party (“Force Majeure Event"), the affected party shall be excused from such performance during the continuance of the Force Majeure Event.

b)      Notice:

 The party affected by a Force Majeure Event shall promptly notify the other party in writing of the occurrence of such event, its expected duration, and the anticipated impact on its ability to perform its obligations under this agreement. The affected party shall make all reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably practicable.

c)      Suspension of Obligations: 

During the period of the Force Majeure Event, the obligations of the affected party that are affected by the event shall be suspended to the extent and for the duration that such obligations are prevented, hindered, or delayed by the Force Majeure Event. The parties shall use reasonable efforts to minimize any adverse impact on the performance of this agreement.

d)      Termination:

 If the Force Majeure Event continues for a period of more than 30 days, either party shall have the right to terminate this agreement by providing written notice to the other party. In such case, neither party shall be liable to the other for any damages or losses arising out of such termination, except for any accrued rights or obligations prior to the termination.

e)      No Waiver: 

The occurrence of a Force Majeure Event shall not excuse or waive either party’s right to demand strict performance of any other provision of this agreement that is not affected by the Force Majeure Event.

28. Independent Contractor

The parties acknowledge and agree that the relationship established by this agreement is that of an independent contractor and not that of employer-employee, principal-agent, or partners. Nothing in this agreement shall be construed to create a joint venture, partnership, or agency relationship between the parties.

a)      Independence: 

The independent contractor shall have full control and discretion over the means and methods of performing the contracted services. The independent contractor shall have the freedom to determine the specific hours, location, and manner in which the services are performed, as long as the agreed-upon results are achieved.

b)      No Employee Benefits: 

The independent contractor acknowledges that they are not entitled to receive any employee benefits, including but not limited to health insurance, retirement plans, paid time off, or any other benefits typically associated with an employment relationship. The independent contractor is solely responsible for their own tax obligations and compliance with applicable laws and regulations.

29. Data Protection

a)      Purpose and Compliance: 

GCC Marketing and the client acknowledge and agree to comply with applicable data protection laws and regulations, including the Personal Data Protection Law, Federal Decree Law No. 45 of 2021, and other relevant legislation. The collection, processing, and use of personal data shall be conducted in accordance with these laws and for the purposes outlined in this agreement.

b)      Collection and Storage: 

GCC Marketing collects and stores certain personal data provided by the client. This data may include information obtained during the registration process or through the use of GCC Marketing’s services. The collection and storage of personal data are necessary for project implementation, communication, and fulfilling legal obligations. GCC Marketing implements reasonable security measures to protect personal data from unauthorized access, disclosure, alteration, or destruction.

c)      Sharing of Personal Data: 

GCC Marketing may share relevant personal data between GCC Marketing and the client to facilitate project implementation, communication, and address any issues that may arise. The client acknowledges and agrees that certain information, such as contact details and project-related data, may be shared with the necessary team members and third-party service providers involved in the project, for the purpose of delivering the agreed-upon services.

 

30. Default.

 In the event of default under this Agreement, the defaulted Party shall reimburse the non-defaulting Party for all costs and expenses reasonably incurred by the non-defaulting Party in connection with the default, including, without limitation, attorney’s fees.

31. No Waiver. 

No waiver of any provision of this Agreement shall be deemed or shall constitute a continuing waiver, and no waiver shall be binding unless executed in writing by the Party making the waiver.

32. Governing Law. 

This Agreement shall be governed by and construed in accordance with the laws of the State of United Arab Emirates.

33. Dispute Resolution. 

If any of the dispute arises between host and the platform, the arbitration shall be conducted in accordance with the rules and procedures of the Dubai International Arbitration Centre (DIAC) as in force at the time of the dispute.

34. Severability

If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.