Terms of Service

1. Scope and agreements

Specific deliverables, schedules, fees, and other commercial terms for each project are set out in a Statement of Work (SOW) or Master Services Agreement (MSA) signed by both parties. If an SOW or MSA conflicts with these terms, the SOW or MSA applies. These terms cover software, AI, cloud, and business system projects as well as marketing and branding work.

2. Proposals and estimates

Proposals and estimates are based on the information available when we prepare them. They do not bind either party until an SOW or MSA is signed, and they remain valid for the period stated in them.

3. Fees and payment

Fees and payment milestones are stated in the SOW. Third-party costs such as advertising spend, cloud hosting, domain names, and software licences are not included in our fees unless the SOW says so, and are paid by the Client directly to the provider. We may pause work on invoices that remain unpaid after their due date.

4. Client responsibilities

The Client agrees to provide timely information, access, and feedback, and confirms that it has the right to share any materials it provides to us. Delays in providing these may affect timelines and costs.

5. Intellectual property

Once the agreed fees for a milestone are paid, the custom deliverables we create specifically for the Client under an SOW belong to the Client, unless the SOW says otherwise.

VagSync keeps ownership of its own tools, templates, and know-how that were created independently of any client project. Where these are included in a deliverable, we grant the Client a perpetual, worldwide, royalty-free licence to use them as part of that deliverable. Third-party and open-source components remain under their own licences.

We do not name clients or publish project details without the Client's agreement.

6. Confidentiality

Each party will keep the other's confidential information confidential and use it only for the project. The terms of any NDA signed by the parties apply and take priority over this section.

7. Warranties and acceptance

We will carry out the services with reasonable skill and care. Each delivered milestone has a review window, as stated in the SOW, during which we will fix anything that does not match the agreed specification at no extra cost.

Results from marketing, advertising, and search work depend on market conditions and platform decisions outside our control, so we do not guarantee specific sales, rankings, or lead numbers.

8. Third-party platforms

Our services may rely on third-party platforms such as cloud providers, advertising networks, payment providers, and app stores. Their terms apply, and we are not responsible for their outages, policy changes, or decisions.

9. Regulatory responsibility

The Client is responsible for the legal and regulatory status of its own business, products, and operations, including any licences, approvals, and compliance obligations needed to operate them. Our services are technical and creative services and are not legal, regulatory, tax, or financial advice.

10. Limitation of liability

To the extent the law allows, neither party is liable to the other for indirect or consequential loss, including loss of profit or business interruption. Except in cases of gross negligence or wilful misconduct, each party's total liability under an engagement is limited to the fees paid under the relevant SOW in the six months before the claim arose.

11. Ending an engagement

Either party may end an engagement as set out in the SOW. Fees for work completed up to the end date remain payable, and provisions on confidentiality, intellectual property, and liability continue to apply afterwards.

12. Use of this website

The content on this website is general information, is not an offer, and may change without notice. Please do not misuse the website, attempt to interfere with its operation, or use it for unlawful purposes.

13. Governing law and disputes

These terms and any related engagement are governed by the laws of the Emirate of Dubai and the federal laws of the United Arab Emirates. The parties will first try to resolve any dispute in good faith, and any remaining dispute falls under the exclusive jurisdiction of the courts of Dubai.

We may update these terms from time to time. The revision date at the top of the page shows when they last changed.