Terms of Service

1.Definitions

In these Terms, the following words have the meanings below.

• Agency, we, us and our mean Appvora Digital LLC FZ, operating under the brand Appvora Digital.
• Client, you and your mean the business or organisation that accepts a Proposal from us.
• Services means the services we provide under a Proposal.
• Deliverables means the work we create and hand over to you under a Proposal, such as source code, app builds, websites, designs, ad creatives and tracking set-ups.
• Proposal, also called a Statement of Work, means our document describing the Services, Deliverables, Fees, timeline and engagement model for a piece of work, including any change requests approved in writing.
• Fees means the amounts payable to us for the Services, as set out in a Proposal.
• Third-Party Services means products and services provided by anyone other than us, such as hosting, domains, app stores, payment providers, software licences, APIs and Advertising Platforms.
• Advertising Platforms means Meta, TikTok, Google and any other advertising platform used to run or measure campaigns for you.
• Confidential Information means non-public information that one party shares with the other in connection with the Services and that is marked as confidential or would reasonably be understood to be confidential, such as business plans, source code, customer data and pricing.
• Intellectual Property Rights means copyright, patents, trade marks, design rights, database rights, rights in software, know-how and trade secrets, and all similar rights anywhere in the world, whether registered or not.
• Business Day means any day other than a Saturday, Sunday or public holiday in the United Arab Emirates.

2.Who we are and scope of these Terms

We are Appvora Digital LLC FZ, a company licensed by Creative City Free Zone, Fujairah, United Arab Emirates. We operate under the brand Appvora Digital, and our website is appvora-digital.com.

These Terms apply to every Proposal we issue. Each accepted Proposal and these Terms together form a separate agreement between you and us. If a Proposal conflicts with these Terms, the Proposal prevails.

We work only with businesses and organisations, not consumers. By accepting a Proposal, you confirm that you act for business purposes and that the person accepting it is authorised to bind your business.

You agree to these Terms when you accept a Proposal in writing, including by signature or email, or when you pay one of our invoices, whichever comes first. Your own purchase order terms do not apply unless we agree to them in writing.

3.Services

Our Services include:

• Mobile app development for iOS and Android.
• Web development, including websites and web applications.
• UI/UX and product design.
• Paid social and growth marketing, including Meta Ads, TikTok Ads and Google Ads campaigns, and tracking and analytics set-up.

Each Proposal sets out the scope, Deliverables, timeline, Fees and engagement model, which is a fixed-price project, a monthly retainer or a dedicated team working on your priorities. Anything not described in the Proposal is outside its scope.

We deliver the Services online unless the Proposal says otherwise; in-person meetings can be arranged by agreement. We choose the tools, methods and people needed to deliver the agreed scope.

We may use employees, freelancers and subcontractors to perform the Services. We remain responsible for their work, and they must keep your information confidential.

4.Proposals, estimates and change requests

Unless stated otherwise, our Proposals and estimates are valid for 30 days from the date of issue. After that, we may update them.

Estimates of time, effort and cost are good-faith forecasts based on the information we have at the time. They are not guarantees. For a fixed-price project, the price is fixed for the agreed scope, but the timeline remains an estimate.

To change the scope, Deliverables or timeline, send us a change request in writing. We will reply with a separate written quote showing any extra Fees and the effect on the timeline. A change takes effect only when we both approve it in writing.

Under a monthly retainer or dedicated team, you may reprioritise work within the scope or capacity agreed in the Proposal. Work beyond that is treated as a change request.

Our timelines depend on receiving your content, feedback, approvals and access on time. If they arrive late, the timeline moves accordingly, possibly by more than the delay if we must reschedule our team.

5.Client responsibilities

You agree to:

• Provide the content, materials, information and decisions we reasonably need, such as text, images, brand assets and product requirements, on time.
• Give us timely access to the systems and accounts the work requires, such as code repositories, hosting, app store, analytics and ad accounts.
• Open, own and pay for the accounts the Services rely on, including your ad accounts, and keep their billing details up to date.
• Give clear feedback and approvals within the review windows agreed in the Proposal or project plan.
• Make sure you own or have the right to use everything you give us, and that our use of it for the Services is lawful and does not infringe anyone's rights.
• Make sure your products, offers and advertising claims comply with the laws of every country where you make them available.

You are responsible for your own legal compliance, including your privacy policies and any consent your users must give for the tracking and analytics we set up. We do not provide legal advice.

Where we process personal data on your behalf, we act as your processor and use it only to provide the Services, following your reasonable written instructions. You must have a lawful basis to share it with us.

If a third party makes a claim against us because of materials you supplied, or because your products or advertising break the law, you will cover the reasonable losses and costs we incur as a result.

6.Fees and payment

Unless the Proposal sets a different schedule, we invoice as follows:

Invoices are due within 14 days of the invoice date. You can pay by bank transfer or through an online payment link. Fees are charged in the currency stated in the Proposal, typically US dollars (USD) or UAE dirhams (AED). You cover your own bank charges, so that we receive the full invoiced amount.

Our Fees exclude UAE value added tax (VAT), which we add to our invoices where it applies.

You pay advertising spend directly to the Advertising Platforms through your own ad accounts, unless we agree otherwise in writing. The same applies to Third-Party Services your project needs, such as hosting and software licences.

If an invoice is overdue, we may charge interest at 1.5% per month, or the maximum rate permitted by law if lower, until it is paid. We may also pause work, after notifying you by email, until all overdue amounts are paid, and timelines move by the length of the pause. If you dispute an invoice in good faith, tell us promptly in writing and pay the undisputed part on time.

7.Acceptance of deliverables

Please review each Deliverable or milestone against the scope agreed in the Proposal. If it does not conform, send us a written objection that specifically describes each non-conformity.

A Deliverable or milestone is accepted when you approve it, when you start using it live (for example, by publishing an app or launching a campaign), or 10 Business Days after delivery without a written, specific objection from you, whichever happens first.

If you send a valid objection, we will correct the non-conformity within a reasonable time and deliver it again. The same acceptance process then applies to the corrected items.

Where a Proposal divides the work into milestones, each milestone is accepted separately and its acceptance is final. Later changes to accepted work, and requests that go beyond the agreed scope, are change requests, not objections.

8.Intellectual property

When you have paid all Fees for a piece of work in full, you own the final Deliverables from that work, and the Intellectual Property Rights in them pass to you, except for the Background Materials and third-party components described below. Until then, we keep those rights, and you may use the Deliverables only as needed for the project.

We keep ownership of our pre-existing tools, code libraries, frameworks, components, templates and know-how, and of anything we develop independently of your project (together, Background Materials).

Where Background Materials are included in a Deliverable you own, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use, modify and maintain them as part of that Deliverable. You may transfer this licence only together with that Deliverable.

Open-source and other third-party components in the Deliverables remain subject to their own licence terms, and you are responsible for complying with those terms.

You keep ownership of the content, trade marks and other materials you give us, and you grant us a non-exclusive licence to use them to provide the Services.

We may show the Deliverables in our portfolio, case studies and marketing, and name you as a client, unless you opt out in writing. We will not disclose your Confidential Information this way or publish work before its public launch without your permission.

9.Third-party services and advertising platforms

Many Services rely on Third-Party Services, such as hosting providers, app stores, payment providers and Advertising Platforms including Meta, TikTok and Google. Their own terms and policies apply, and as the account owner you are responsible for complying with them.

We are not responsible or liable for:

• Policy decisions by Third-Party Services, including ad rejections and account restrictions, suspensions or bans.
• App store review rejections, delays or removals.
• Outages, errors, security incidents or data loss affecting Third-Party Services.
• Changes that Third-Party Services make to their algorithms, features, APIs, policies or pricing.

If such an issue affects your project, we will help where we reasonably can, for example by preparing an appeal. Extra work may be charged as a change request.

Results depend on many factors outside our control, including your product, pricing, budget, competition and platform algorithms. We do not guarantee specific results, such as rankings, traffic, leads, installs, return on ad spend or sales. Any forecasts we share are estimates only.

10.Confidentiality

Each party will keep the other's Confidential Information confidential and use it only for the purposes of our agreement. Each party may share it only with its employees, subcontractors and professional advisers who need to know it and are bound by similar confidentiality duties.

These obligations do not apply to the following information:

• Information that is or becomes public without a breach of these Terms.
• Information the receiving party already knew without a duty of confidentiality.
• Information lawfully received from a third party who is free to share it.
• Information developed independently, without using the other party's Confidential Information.

A party may also disclose Confidential Information when required by law, a court or a regulator, but only to the extent required and, where lawful, after notifying the other party.

These obligations continue for 3 years after the relevant agreement ends.

11.Warranties and disclaimers

We will perform the Services with reasonable skill and care, in line with generally accepted industry practice.

For fixed-price projects, if you tell us in writing within 30 days after final handover that a Deliverable does not conform to the agreed scope, we will fix that non-conformity at no extra cost. After this period, support is available under a retainer or a new Proposal.

This defect-fix period does not cover problems caused by:

• Changes to the Deliverables made by you or by anyone other than us.
• Changes to Third-Party Services, operating systems, browsers, devices or platform policies after handover.
• Misuse, or use for a purpose or in an environment that the Proposal did not cover.

Except as expressly stated in these Terms, the Services and Deliverables are provided 'as is'. To the extent permitted by law, we exclude all other warranties and representations, express or implied, including that the Deliverables will be error-free, uninterrupted or fit for a particular purpose.

12.Limitation of liability

Our total liability to you for all claims arising out of or in connection with these Terms, any Proposal or the Services is limited to the Fees you paid us in the 3 months before the event giving rise to the claim. This applies whether a claim is based on contract, negligence or any other legal ground.

Neither party is liable to the other for any indirect or consequential loss, or for any loss of profit, revenue, data or goodwill, even if that loss was foreseeable.

Nothing in these Terms limits or excludes any liability that cannot be limited or excluded under the laws of the United Arab Emirates, such as liability for fraud or gross negligence.

These limits do not affect your obligation to pay the Fees and other amounts due.

13.Term and termination

Each agreement starts when you accept a Proposal. A fixed-price project ends on final handover of the Deliverables, subject to the defect-fix period in the 'Warranties and disclaimers' section.

A monthly retainer or dedicated team continues month to month until either party gives 14 days' written notice, subject to any minimum term in the Proposal. Fees for the notice period remain payable.

Either party may terminate an agreement immediately by written notice if the other commits a material breach and does not fix it within 14 days of receiving written notice of it. Non-payment of an overdue invoice is a material breach.

When an agreement ends, you will pay for all work done up to the termination date and for any non-cancellable costs we have committed to for your project, such as third-party licences. For a fixed-price project, work done is charged as a fair proportion of the price.

Each party will then return or delete the other's materials and Confidential Information on request, unless the law requires it to keep copies. We will hand over the Deliverables you have paid for. Your rights and licences in paid Deliverables survive termination, as do the provisions on payment, confidentiality, liability and disputes.

14.Force majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control, such as natural disasters, epidemics, war, civil unrest, government action, power or internet failures, cyber attacks and major outages of Third-Party Services.

The affected party will notify the other promptly and take reasonable steps to limit the impact. Payment for Services already performed remains due.

If the event prevents performance for more than 30 days, either party may end the affected agreement by written notice. The payment rules in the 'Term and termination' section then apply.

15.Governing law and disputes

These Terms, each Proposal and any dispute arising out of or in connection with them are governed by the laws of the United Arab Emirates as applied in the Emirate of Fujairah.

If a dispute arises, either party may notify the other in writing. We will both then try to resolve it through good-faith negotiation for 30 days from the date of that notice.

If the dispute is not resolved within those 30 days, the courts of Fujairah have exclusive jurisdiction to settle it.

16.General

The following provisions apply to every agreement between us:

• Entire agreement: These Terms and each accepted Proposal form our entire agreement and replace any earlier proposals, discussions or understandings.
• Assignment: Neither party may transfer an agreement without the other's written consent, which will not be unreasonably withheld.
• Severability: If any part of these Terms is invalid or unenforceable, the rest remains in effect.
• No waiver: If a party delays or does not enforce a right, it does not give up that right.
• Notices: Notices must be in writing and may be sent by email. Notices to us must go to admin@appvora-digital.com, and we will send notices to the email address in your Proposal or the one you normally use with us.

We may update these Terms by publishing a new version on appvora-digital.com with a new date. The new version applies to Proposals accepted after it is published. Proposals accepted earlier remain governed by the version that applied when they were accepted.

17.Contact

If you have any questions about these Terms or a Proposal, please email us at admin@appvora-digital.com.

Appvora Digital LLC FZ is licensed by Creative City Free Zone, Fujairah, United Arab Emirates. Our website is appvora-digital.com.