Website Standard Terms and Conditions

Definitions

For the purpose of this Agreement:

• “Business Daysˮ means Monday to Friday, excluding public holidays in the United Arab Emirates.
• “Business Hoursˮ means 9:00 AM to 5:00 PM (UAE time) on Business Days.
• “Ramadan Business Hoursˮ means the reduced working hours observed by the Company during the holy month of Ramadan in accordance with applicable UAE laws and Company policy. During Ramadan, Business Hours shall be adjusted to 9:00 AM to 3:00 PM (UAE time) or 8:30 AM to 2:30 PM, unless otherwise communicated in writing.
• “Calendar Daysˮ means all days in a month, including weekends and public holidays.
• “Servicesˮ means any services provided by the Company to the Client as described in the Scope of Work contained in this Agreement

Scope Of Work

Agreed Scope of Work

This Agreement constitutes the entire and exclusive agreement between the Parties and supersedes all prior proposals, quotations, discussions, presentations, emails, representations, or understandings, whether written or oral.
The Services to be provided by Enum Digital Technology LLC (“Enum Digitalˮ or “Companyˮ) under this Agreement are limited strictly to those explicitly described in the Scope of Work section of this Agreement. The Scope of Work represents the full and final agreed deliverables, responsibilities, and timelines. Any work, deliverables, commitments, or expectations not expressly included herein shall not be binding upon Enum Digital.
This Agreement is not annexed to, attached to, or supplemented by any other document unless expressly incorporated herein in writing and signed by both Parties.
The Scope of Work expressly stated within this Agreement represents the complete and final agreed scope of services. Enum Digital shall have no obligation to perform, deliver, or assume responsibility for any service, deliverable, expectation, or outcome not explicitly defined herein.

Any alteration, modification, expansion, or deviation from the agreed Scope of Work during the service period:

• Shall constitute a contractual change,
• May affect pricing, timelines, resources, and deliverables,
• Shall require written approval by both Parties, and
• Shall relieve Enum Digital from liability for any deliverables outside the agreed Scope of Work unless formally amended.

No verbal communication, email exchange, meeting discussion, or implied understanding shall modify this Agreement unless executed in writing by both Parties

Binding Scope

Any scope of work, deliverables, commitments, timelines, or representations proposed prior to the execution of this Agreement and not expressly included in this Agreement shall not form part of the Services and shall not be binding upon the Company.

Changes or Additional Requests

Any alterations, expansions, deviations, or additional requests outside the agreed Scope of Work shall:

• Constitute a contractual change;
• Require written approval from both Parties prior to commencement;
• Be subject to additional fees at Enum Digitalʼs standard rates; and
• May impact timelines, resources, or deliverables.

Client-Initiated Requests Outside Scope

Services, deliverables, or work requested by the Client verbally, in emails, during meetings, or otherwise outside the agreed Scope of Work:

• Shall not obligate Enum Digital to continue providing such services for free;
• May result in extended timelines for the delivery of agreed Services; and
• Shall be billable at Enum Digitalʼs standard rates if they materially affect deliverables or require significant additional effort.

Work Performed at Company Discretion

If Enum Digital, at its discretion, performs work outside the agreed Scope of Work to satisfy the Client or as a courtesy:

• No obligation exists to continue such work without payment;
• Delivery timelines of agreed Services may be adjusted accordingly; and
• Enum Digital reserves the right to invoice for additional effort impacting the project.

Documentation and Official Communication

All approved changes or additional work requests must be documented in writing, via official email communications, to be recognized as part of the contractual scope. Verbal instructions, WhatsApp messages, or other informal communications do not constitute approval or amendment to the Scope of Work.

Customer Support & Communication

Support Hours

Technical and operational support is available during Business Hours, as defined in this Agreement (9:00 AM to 5:00 PM UAE time, Monday to Friday, excluding public holidays in the United Arab Emirates).
During the holy month of Ramadan, support shall be provided during the defined Ramadan Business Hours.
Support requests received outside Business Hours shall be addressed on the next Business Day, unless classified as a Critical Error.

Official Communication Channels

All briefs, feedback, approvals, review comments, requests for source files, and scope-related instructions must be submitted via official email communication only to ensure proper documentation and tracking.

Communication through WhatsApp or similar platforms may be used for coordination purposes only and shall not be considered official approval, scope change, or formal instruction unless confirmed via email.

Meetings

Meetings may be scheduled with the assigned project manager with a minimum of 72 hoursʼ prior notice, subject to availability.
Each scheduled meeting shall have a maximum duration of one (1) hour, unless otherwise mutually agreed in writing.
A maximum of two (2) meetings per calendar month shall be included under this Agreement. This includes online meetings, physical meetings, and phone calls. Any additional meetings beyond this limit may be subject to additional charges or mutual written agreement.

Meetings may be conducted:

• At the Companyʼs premises,
• At the Clientʼs premises (if mutually agreed), or
• Online via virtual meeting platforms.

Issue Classification & Response Time

Support requests shall be categorized as follows:

(a) Critical Errors

Example: Website, landing page, or active campaign is fully non-functional or inaccessible.

• Initial response time: Within 8 Business Hours.
• Resolution time: Best efforts basis.
• Response times outside Business Hours, weekends, or public holidays may vary and will be on additional charges

(b) Non-Critical Errors

Example: Minor content errors, formatting issues, non-blocking technical glitches.

• Initial response time: Within 24 Business Hours.
• Estimated resolution time: Within 72 Business Hours, subject to complexity.

Billing Cycle, Payment Terms & Asset Control

Billing Cycle:

The Billing Cycle refers to the recurring period during which the Client is invoiced for Services rendered by the Service Provider.

Invoicing:

In each Billing Cycle, the Client shall be invoiced for:

• Services provided during that period.
• Ongoing work on the project, including any work delayed due to the Clientʼs actions or inactions.
• Any additional charges incurred, including but not limited to those related to Client-caused delays, revisions, or changes to the agreed Scope of Work.

Implied Acceptance:

If the Client does not formally execute this Agreement but either (i) makes full or partial payment, or (ii) commences the use of Services, such actions shall constitute full acceptance of all terms and conditions of this Agreement, and the Client shall be legally bound as if the Agreement had been formally signed.

Payment Obligation:

The Billing Cycle and associated payments remain in full effect regardless of project delays, pending approvals, or pending content from the Client, unless explicitly agreed in writing by both Parties.

Late Fees and Interest:

• Any payment not received by the due date shall accrue late fees at the Service Providerʼs standard rates without any discounts, applicable to the agreed retainer or project fees.
• The Service Provider may bill late fees based on the duration of delay, resources allocated, and other relevant factors, at its discretion.
• In addition to late fees, the Service Provider reserves the right to charge interest on overdue amounts at the rate of 50% per month or the maximum allowable by UAE law, calculated from the due date until full payment is received.
• Non-payment or late payment may result in the suspension of work until payment, without affecting the Clientʼs obligations under this Agreement.

Additional Work & Out-of-Scope Services:

• Any work provided by the Service Provider outside the agreed Scope of Work, whether:
  • requested in writing by the Client, or
  • undertaken by the Service Provider to go the extra mile to satisfy the Client, shall be considered billable.
• The Service Provider may invoice such additional work at any time during the contract period or even after its completion.
• Rates for additional work will be at the Service Providerʼs standard rates, unless otherwise mutually agreed in writing.

Asset & Deliverables Control for Non-Payment:

In the event that any payment due to the Service Provider is overdue — including but not limited to billing cycle fees, late fees, interest, or any additional charges — the Service
Provider reserves the legal right to:

• suspend all ongoing work and services;
• withhold delivery of project deliverables, assets, or final outputs;
• retain control over credentials, accounts, logins, or any other resources necessary to operate the project; and
• delay or refuse handover of any project-related materials until full payment, including late fees and interest, has been received.
• Such actions shall not relieve the Client of their payment obligations, nor constitute a breach of this Agreement by the Service Provider.

Third-Party Fees & Marketing Budgets:

If the Client provides funds or makes payments to Enum Digital to cover marketing budgets, third-party subscriptions, or other project-related expenses, Enum Digital may, at its discretion, utilize such funds via its own corporate accounts or credit cards.

In such cases:

• Enum Digital reserves the right to charge an additional administrative/service fee of 5% of the total amount.
• Any unutilized balance of such funds shall not be refundable.
• The Client acknowledges that Enum Digital is not obliged to provide bank statements, receipts, screenshots or transaction proofs for such payments or expenditures, and the Client expressly waives any claims or disputes regarding the same.

Delays In Project Completion

The Client acknowledges that certain events beyond the control of the Service Provider may result in delays in the final delivery of the project or specific milestones. Such events include, but are not limited to:

• Delays in providing necessary information for project initiation.
• Delays in completing marketing brief forms or similar documentation.
• Delays in providing approvals at key stages of the project.
• Delays in supplying required content (where applicable).
• Delays in delivering feedback and revision notes.
• Delays in making partial or full payments necessary to commence or continue work on the project or completed phases.
• Delays in providing access to relevant third-party accounts (such as hosting, merchant services, analytics platforms, advertising accounts, etc.).
• Delays caused by changes to the agreed Scope of Work.

Any such delays shall result in a corresponding postponement of the agreed-upon delivery dates.

In addition:

• Delays caused by the Client will incur additional charges at the Service Providerʼs standard rates, as resources allocated to the project remain committed.
• The Service Provider reserves the right to suspend work on the project until any delayed payments or pending items from the Client are provided.
• The Clientʼs billing cycle remains unaffected, and payments shall continue as scheduled.
• The Service Provider shall not be liable for any indirect or consequential losses arising from delays caused by the Client.

Setup Period (Strategy & Positioning):

The initial strategy and positioning phase is estimated to require 15–25 working days; however, actual timelines may be extended due to Client delays in providing inputs, approvals, content, access, scope changes, project complexity, feedback cycles, or third-party dependencies like account verification, document verification and reviews of 3rd party account , and such extensions shall not affect the billing cycle, total contractual term, or relieve the Client of any payment obligations, nor shall Enum Digital be liable for any delay-related impacts on deliverables or outcomes.

Revisions Policy

Revision Opportunities

• The Client is entitled to two (2) rounds of revisions per deliverable related to design, content, or digital marketing services.
• Within each revision round, the Client may request multiple edits or changes, but all revisions must relate to the single design option submitted. Multiple design options are considered separate deliverables.
• Requests for revisions after the two revision rounds or on previously accepted deliverables shall be considered out-of-scope work and billed at the Service Providerʼs standard rates.

Revision Requests Timing

The Client has three (3) Business Days from the date of delivery to review the deliverable and submit any revision requests.

If the Client fails to respond within the specified period:

• 7 calendar days or more: Services paused; new timeline provided upon Clientʼs response.
• 14 calendar days or more: Services paused; a fee of AED 1,000 applied.
• 30 calendar days or more: Services paused; a fee of AED 2,500 applied; a revised project quotation may be required.

All fees for delayed responses are in addition to the Billing Cycle and late fees under this Agreement.

Major or Out-of-Scope Revisions

Requests for major revisions after the Client has accepted deliverables will be evaluated by the Service Provider.

The Service Provider shall provide a written response, including:

• Feasibility of changes,
• Impact on delivery dates,
• Any additional charges (at standard rates).

Work will not commence until the Client provides written approval and pay those charges.

Development Stage Limitations

Revision requests during development, QA/testing, or after project handover will not be entertained as part of the original Scope of Work.

If the Client requires changes at these stages, the Service Provider may issue a revised quotation for the additional work.

Revision Turnaround Time

The project manager will provide a revision timeline within 48-72 hours of receiving the request.
Standard minor revisions are completed within 3–7 Business Days.
Revisions requiring more than 7 Business Days will be communicated in advance.

Revision timelines are separate from the main project timelines.

Automatic Approval

If the Client does not provide revision feedback within the specified period, the deliverable will be deemed accepted automatically, and the Service Provider may proceed with subsequent work.

Extra Revisions Policy

The Service Provider may provide additional revisions beyond the defined two rounds at its discretion, but this shall not create an obligation to provide free revisions in any case.

Client Obligations

Cooperation and Data Provision

The Client acknowledges that the Companyʼs ability to complete work in accordance with the agreed timelines is fully dependent on the Clientʼs cooperation, including but not limited to providing:

• Data, content, and feedback
• Access to third-party accounts (CMS, hosting, ad accounts, analytics, brand )
• Timely approvals and inputs
• Payments

Any delays or incomplete information from the Client may extend delivery timelines and/or incur additional charges without affecting the Clientʼs payment obligations.

Non-Interference

The Client shall not make any modifications, alterations, or changes to campaigns, strategy, or deliverables during execution without prior written consent from Enum Digital.

Any unauthorized changes shall relieve the Company from any liability for resulting performance or metric decline.

Enum Digital reserves the right to pause or suspend work if unauthorized modifications are made.

Any delay caused by the Client, including but not limited to delays in providing necessary revisions, approvals, content, feedback, responses, access, or payments, will:

• Be considered part of the contractual deliverable period
• Potentially incur additional charges for stalled resources
• Not constitute a breach by Enum Digital

For avoidance of doubt, if delays or additional scope of work are clearly attributable to the Client, whether obvious or reasonably known to arise from the Clientʼs actions or inactions, the above provisions regarding timeline extensions, additional charges, and scope adjustments shall remain fully applicable, even if Enum Digital has not formally communicated such delays or additional scope in writing at the time they arise.

Performance Marketing Lead Management

The Client shall provide accurate and timely updates in any CRM or lead tracker for performance marketing campaigns.

Enum Digital is not responsible for campaign underperformance due to missing, incomplete, or inaccurate lead data.

CMS, Content, and Access Responsibilities

The Client shall provide all required content (text, images, product details) in the format specified by Enum Digital.

Enum Digital may enter up to five (5) products/content items for reference only. Any additional content entry is out-of-scope and billed separately.

CMS/Hosting credentials, source code, and account access will only be provided after full payment.

The Client assumes full responsibility for security, misuse, or hacking of credentials once delivered.

Post-handover changes, bug fixes, or maintenance will be treated as billable services.

Content Consistency

Creative content will be curated to maintain consistency across all platforms.

Platform-specific adjustments will be made only for format compliance; any customization beyond this must be approved in writing and may incur additional charges.

Third-Party Fees

Any fees incurred due to delays or actions of the Client, including hosting, ad spend, or platform fees, will be billed to the Client.

Timeline for Development & Design

Design approvals, activation of development features, and related client inputs must be provided within the timelines specified in the project plan.

Delays in providing inputs may extend project timelines and are subject to additional charges.

Ownership Of Deliverables & Intellectual Property

Ownership Transfer Condition

All final deliverables specifically created for the Client under the agreed Scope of Work (“Deliverablesˮ) shall become the property of the Client only upon full and final payment of all amounts due under this Agreement, including but not limited to:

• Project fees
• Retainer fees
• Late fees
• Interest charges
• Out-of-scope work charges
• Any additional invoices issued under this Agreement

Until full payment is received, all Deliverables shall remain the sole property of Enum Digital, and the Client shall have no ownership rights therein.
Retention of Rights Until Payment

Enum Digital reserves the legal right to:

• Withhold delivery of final files, source files, credentials, or assets
• Restrict access to accounts or platforms created or managed under this Agreement
• Suspend or revoke usage rights

until full payment is received.

No intellectual property rights shall transfer to the Client unless and until full payment is cleared.

Excluded Materials (Enum Digital Ownership)

Notwithstanding the above, the following shall always remain the sole property of Enum Digital, even after payment:

• Internal methodologies, processes, frameworks, and strategies
• Templates, design systems, reusable components, code libraries
• Proprietary tools, scripts, automation systems
• Pre-existing intellectual property owned by Enum Digital
• Working files, layered/source design files (unless expressly included in the Scope of Work)

The Client receives rights only to the final agreed Deliverables and not to the underlying systems or proprietary assets used to create them.

License During Active Contract

During the term of this Agreement and subject to timely payment, Enum Digital grants the Client a limited, non-exclusive, non-transferable license to use the Deliverables solely for their intended business purpose.

This license may be suspended immediately in the event of non-payment.

Portfolio & Marketing Rights

Enum Digital reserves the right to display, reproduce, and showcase the completed Deliverables, project name, general project description, and other materials created for the Client, in its portfolio, marketing materials, website, presentations, and case studies, unless otherwise agreed in writing by the Client

Third-Party Materials

Any third-party materials (including but not limited to stock images, fonts, plugins, licensed software, or advertising platforms) shall remain subject to their respective licensing terms. Enum Digital makes no transfer of ownership over third-party intellectual property.

Effect of Termination

In the event of termination:

• If full payment has been made, the Client shall receive all final Deliverables as defined in the Scope of Work.
• If payment remains outstanding, Enum Digital shall retain full ownership of all Deliverables and may withhold handover until dues are cleared.

Campaign Data & Ad Accounts

Where advertising accounts, analytics platforms, tracking systems, pixels, business manager accounts, or similar digital assets are created or configured under this Agreement:

If created under the Clientʼs ownership and access:

Such accounts shall remain the property of the Client.

However, in the event of non-payment, late payment, outstanding invoices, interest, or any other sums due under this Agreement, Enum Digital reserves the legal right to:

• Revoke, restrict, or suspend its administrative or operational access;
• Remove active campaigns, tracking configurations, or integrations;
• Disable campaign management activities;
• Suspend services associated with such accounts

until all outstanding amounts are fully paid.

Such actions shall not constitute a breach of this Agreement.

Where any advertising account, business manager, analytics setup, pixel, CRM, landing page, hosting environment, automation system, or other digital asset is created under Enum Digitalʼs master account, agency business manager, proprietary system, or shared agency infrastructure:

• Such assets shall remain the exclusive property of Enum Digital and shall not be transferred to the Client upon termination.
• Enum Digital reserves the right, at its sole discretion, to revoke, disable, restrict, or retain access to such accounts or infrastructure upon termination or non-payment.
• The Client acknowledges that transferability of platform accounts is subject to platform policies and technical feasibility, and Enum Digital shall have no obligation to restructure or migrate proprietary setups.

Term, Termination, And Refunds

Term of Agreement

• The term of this Agreement (the “Termˮ) shall commence on the date of contract signup and shall continue until:
• Completion of the project described in the Proposal, or
• Issuance of the final handover email, whichever occurs later.

For retainer agreements, the Term shall continue until terminated in accordance with the provisions below.

Termination for Retainer Agreements

Notice Period
This Agreement may be terminated by either Party by providing written notice of termination at least thirty (30) calendar days prior to the intended termination date.

Minimum Commitment
If the Client terminates the Agreement prior to completion of the Initial Term of ninety (90) calendar days, the Client shall remain liable to pay all fees corresponding to the Initial Term in full, regardless of whether services were fully utilized. Enum Digital reserves the right to withhold any deliverables or access until such payments are received. The Initial Term represents the foundational work performed by Enum Digital, which the Client may continue to leverage in the future.

Minimum Contractual Term & Early Termination

• Initial Term Obligation
  The Client acknowledges and agrees that the first ninety (90) calendar days of this Agreement (the “Initial Termˮ) constitute a minimum contractual commitment.
  No Termination or Refund During Initial Term: The Client may not request termination or any refund for services during the Initial Term under any circumstances. The Initial Term represents the foundational work performed by Enum Digital, which the Client may continue to leverage in the future.
• Full Payment Obligation:
  1. If the Client has already paid for part or all of the Initial Term, such payments shall not be refundable.
  2. If the Client has not paid or has partially paid for the Initial Term, the Client remains fully liable to pay all fees corresponding to the Initial Term in full. Enum Digital reserves the right to invoice the Client immediately for any outstanding amounts.
• Retention of Deliverables: Enum Digital shall be entitled to withhold any deliverables, assets, or access until full payment for the Initial Term is received.
  Continuation of Agreement: After the Initial Term, termination or refund requests may be considered only in accordance with the standard Termination provisions set out in this Agreement.

Refunds Upon Termination

• Advance Payments & Discounted Plan
  If the Client requests a refund upon termination and has made any advance payments for a specific period under a discounted plan, Enum Digital reserves the right to:
  • Revoke any applied discounts, with all pre-paid amounts recalculated at standard rates. In the event of early termination or non-payment, Enum Digital reserves the right to revoke any discounts provided in the proposal/invoices/contract/emails, and fees will be recalculated at standard rates
  • Deduct the payment for the current month in which the termination is requested.
  • Deduct one additional month as a notice period, regardless of whether the Client has provided notice.
• Prorated Refunds
  • Any remaining balance after applying the above deductions shall be refunded to the Client, subject to other applicable deductions for work already performed, out-ofpocket expenses, third-party costs, or additional charges under this Agreement.
  • Refunds shall be calculated on the actual quoted rates before discounts, unless explicitly agreed otherwise.
  • Deduct one additional month as a notice period, regardless of whether the Client has provided notice.
• No Refunds for Certain Scenarios
  • Packages including multiple services contracted as a bundle (e.g., logo + website + digital marketing) are refundable only on the total package and not individual services.
  • Any expenses paid to or against third parties (including ad spend, platforms, shopify, google, facebook, vendors, payment providers) and all taxes, duties, or customs (including VAT) are non-refundable
• Refund Processing Timeline
  • Any approved refund will be paid within forty-five (45) Business Days from the date Enum Digital issues written approval.
  • Enum Digital reserves sole discretion to approve the refund amount after considering all applicable deductions, work performed, and promotional discounts.
• Non-Utilization of Services and No-Claim Protection
  If the Client, for any reason, elects either verbally or in writing not to utilise any of the services included in the Scope of Work—whether due to budgetary constraints, management decisions, or other internal reasons—such as but not limited to:
  • Choosing not to advertise on additional channels (e.g., Google Ads, Meta Ads, LinkedIn, TikTok, YouTube, display networks)
  • Opting out of Customer Relationship Management (CRM) implementations
  • Declining AI marketing solutions or analytics integration
  • Refusing complimentary or add-on services provided as part of the package
  • Not providing content, access, or approvals for optional deliverables
  • Services are not applicable to a particular industry.

  then:

  • No Refund Liability: Enum Digital shall not be liable to issue any refund for such unused or declined services.
  • Scope Compliance: Enum Digital shall be deemed to have fully complied with its obligations under this Agreement for the services that the Client has not availed.
  • Compensation Waiver: The Client expressly waives any right to claim compensation, damages, or credits for services not availed, not requested, or not utilized for any reason
  • Record of Non-Utilization: Enum Digital may rely on project correspondence, approvals, or lack of objection from the Client as evidence that the services were declined or not utilized.

  This clause applies regardless of whether the non-utilized services were included in the original contract, proposed in a scope of work addendum, or offered as complimentary/add-on services.

• Complimentary / Free / Bonus Services Disclaimer
  • Any service, deliverable, consultation, feature, add-on, tool, audit, creative, strategy component, AI integration, optimization support, additional channel activation, or other benefit described as “complimentary,ˮ “free,ˮ “bonus,ˮ “goodwill,ˮ “value-added,ˮ or similar—whether communicated verbally, in writing, in proposals, presentations, emails, marketing materials, or during meetings—shall:
  • Not constitute a contractual obligation unless expressly defined in the Scope of Work;
  • Not create any guarantee of delivery, performance, outcome, or timeline;
  • Be provided solely at the discretion of Enum Digital
  • Be subject to withdrawal, suspension, or modification at any time without notice;
  • Not form the basis for any refund, compensation, set-off, claim, or liability.

  The Client expressly acknowledges that complimentary services are provided on a best-efforts and goodwill basis only and shall not create any binding performance commitment or legal entitlement.
  Failure by Enum Digital to provide, complete, continue, or achieve any outcome relating to such complimentary services shall not constitute a breach of this Agreement.

• Non-Delivery of Optional or Background Services
  • Client Choice or Non-Utilization:
    If the Client, for any reason—whether verbally or in writing—elects not to utilize any services included in the Scope of Work, whether due to budgetary constraints, management decisions, or other internal reasons, Enum Digital shall not be responsible or liable for non-delivery of such services.
  • Optional Deliverables:
    Enum Digital shall not be obligated to present, provide, or submit any deliverable, presentation, document, or report that is not explicitly defined in the Scope of Work. Any internal work undertaken by Enum Digital for research, strategy, planning, analysis, or background purposes—such as competitor analysis, industry research, workflow optimization, or internal project planning—shall remain the sole property and discretion of Enum Digital and shall not be considered a Client deliverable.
  • No Refund or Compensation:
    The Client acknowledges and agrees that Enum Digital shall not be liable to refund, credit, or compensate for any service, task, or internal work.
  • Scope Compliance:
    Enum Digital shall be deemed to have fully complied with its obligations under this Agreement for any services that the Client chooses not to utilize or for internal background work not explicitly included in the deliverables.

Discounted Payment Plans

• For clients opting for quarterly, bi-annual, or annual discounted payment plans:
• The contract is non-cancellable and non-refundable during the committed period.
• By selecting a discounted plan, the Client acknowledges and agrees to fulfill the entire financial obligation for the selected term, regardless of early termination requests.
• At the conclusion of each contractual term, the Agreement will automatically renew for an equivalent duration under the same terms, unless the Client provides written notice at least thirty (30) calendar days prior to the end of the current term. Failure to provide such notice will result in automatic renewal, and the Client shall remain liable for all associated fees.

Pause or Hold Requests

• Any request by the Client to pause or hold campaigns must be submitted in writing to the assigned project manager.
• Upon receipt, Enum Digital shall cease activities within three (3) Business Days.

During any pause/hold period:

• The retainer remains active, and the contractual term continues as scheduled.
• For clarity, no pause fees shall apply for pauses within the first three (3) months of the Agreement.
• In the case of multiple services (e.g., SEO, SEM, Social Marketing), Enum Digital may continue to deliver other active services, and the retainer billing will not be paused for remaining services.

Refund Process

• Any approved refund shall be paid to the Client within forty-five (45) Business Days from the date Enum Digital issues written approval.
• Enum Digital reserves sole discretion to approve refund amounts, considering work already delivered, complimentary services, and promotional discounts.

Handover of Assets & Client Responsibility

Condition for Handover

If the Client terminates the Agreement, all credentials, CMS, hosting access, and other project assets shall be handed over only after full payment has been received and there are no outstanding dues. Until full payment is cleared, Enum Digital reserves the right to withhold deliverables, restrict access, and suspend usage of all assets, without being deemed in breach of this Agreement.

Account Security & Post-Termination Responsibility

Upon termination of this Agreement-whether by written notice, verbal communication, suspension of payments, expiration of term, or indirect termination through non-payment-the Client shall immediately:

• Change all passwords and credentials for all accounts previously accessed by Enum Digital;
• Remove Enum Digital’s administrative access where applicable; and
• Ensure that the Client maintains and controls at least one super-admin or primary ownership access to all digital platforms.
• From the effective date of termination, Enum Digital shall bear no responsibility for any unauthorized access, data loss, account compromise, financial loss, budget misuse, intellectual property misuse, platform suspensions, or any cyber-security incident.
• The Client acknowledges that digital platforms operate independently of Enum Digital and may be subject to hacking, phishing, technical breaches, or third-party cyber incidents beyond Enum Digital’s control.

Handover Disclaimer & Client Responsibility

Upon handover of assets, the Client acknowledges and agrees to the following:

• Website Maintenance & Future Edits: Any modifications, technical reviews, or additional edits beyond this handover shall be treated as a separate maintenance service, subject to Enum Digital’s standard fees.
• Security, Credentials & Financial Liability: The Client is responsible for changing all passwords, credentials, and payment gateway access immediately upon receipt. Enum Digital shall not be liable for any loss of data, unauthorized charges, misuse of budgets, or damage to intellectual property.
• Third-Party Engagement: If the Client engages third parties for any project-related tasks post-handover, Enum Digital shall not be liable for any errors, damages, or technical issues arising from such engagements.
• Independent Changes: Any changes made by the Client independently to the website, CMS, campaigns, or other deliverables are the Client’s responsibility. Enum Digital shall bear no liability for resulting issues, disruptions, or performance decline.
• Copyright & Content Responsibility: The Client is solely responsible for copyright compliance of all content published. Enum Digital shall not be liable for any copyright infringement or escalations.
• Finality of Deliverables: By way of the handover, Enum Digital confirms that all contractually agreed deliverables, reports, and services have been completed. Enum Digital holds no further liability or obligations toward the project or the Client from the date of handover.
• Acknowledgment & Finality: The Client shall acknowledge receipt of the handover email. If no response is received within twenty-four (24) hours, the handover shall be deemed final and undisputed.

Automatic Handover if Email Not Sent or Requested

In the event that Enum Digital does not send a handover email, or the Client does not request a formal handover-whether verbally, in writing, or by ceasing payments (indirect termination)-all assets delivered to the Client during the term of the Agreement shall be deemed formally handed over.

In such cases:

• Enum Digital shall not be liable for any claims, issues, or disputes regarding the assets.
• The Client acknowledges that possession of assets constitutes formal handover, regardless of whether a handover email was sent.

Retention of Rights Until Payment

Notwithstanding any handover or possession of assets, ownership, access rights, and usage of assets remain subject to the provisions in the Ownership of Deliverables & Intellectual Property clause until full payment has been received.

Limitation Of Claims

Except as otherwise required by mandatory UAE law, the Client shall submit any claim, action, or dispute arising out of or relating to this Agreement, including claims regarding deliverables, services, invoices, payments, or intellectual property, within seven (7) calendar days from:

• the date of completion of the specific service or deliverable; or
• the date of termination of this Agreement; whichever occurs first.

Any claim submitted after this period shall be deemed waived and barred, provided that nothing herein shall prejudice any statutory rights under UAE law.

Liability & Indemnification

Client-Induced Liability / Indemnification

The Client shall fully indemnify, defend, and hold harmless Enum Digital Technology LLC (“Enum Digital”) and its past, present, and future officers, directors, employees, agents, representatives, affiliates, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, damages, losses, liabilities, judgments, deficiencies, fines, penalties, costs, or expenses, including reasonable attorneys’ fees and costs incurred in connection with investigating, defending, or prosecuting any such claim, arising directly or indirectly, regardless of foreseeability, from:

• Any materials, content, designs, campaigns, strategies, deliverables, or other outputs. created, developed, or executed by Enum Digital, or provided/requested by the Client, that:
• Violate any applicable law, regulation, decency standard, or governmental authority requirement;
• Infringe, misappropriate, or violate any Intellectual Property Rights, moral rights, or other rights of any third party; or
• Contravene marketing, advertising, or platform guidelines, policies, or terms of service.
• Any breach, misrepresentation, omission, or inaccuracy in any information, data, warranty, statement, or instruction provided by the Client under this Agreement, including any content, credentials, access, or approvals provided to Enum Digital.
• Any failure by the Client to timely and properly fulfill any obligation, covenant, or commitment under this Agreement, including but not limited to delays, omissions, non-provision of required content, approvals, access, payments, or cooperation.
• Any Client-directed changes, approvals, or instructions, whether written, verbal, or implied, which result in damage, loss, or infringement, even if Enum Digital executed the work in good faith and according to the Client’s direction.

No Guarantee of Results & Hypothetical Outcomes

Performance Commitments are Indicative

The Client acknowledges that any timelines, Key Performance Indicators (KPIs), targets, projections, media plans, budgets, or expected results shared by Enum Digital-whether verbally, in writing, or as part of proposals are indicative, hypothetical, or illustrative only, and do not constitute a guarantee or warranty of performance, sales, conversions, or outcomes.

No Outcome Guarantee

Enum Digital provides services in good faith, using professional skill and expertise, but makes no guarantee, promise, or representation regarding:

• Specific sales, revenue, conversions, leads, or other business outcomes.
• Achievement of any KPIs, targets, or performance metrics.
• Return on investment, campaign results, or effectiveness of marketing strategies.

Client Responsibility

Outcomes are dependent on multiple factors, including but not limited to:

• Market conditions and competitive landscape.
• Accuracy, completeness, and timeliness of information, content, approvals, and data provided by the Client.
• Third-party platform policies, advertising algorithms, or external factors beyond Enum Digital’s control.

Limitation of Liability Integration

Notwithstanding any representations, proposals, or communications regarding expected results:

• Enum Digital shall not be liable for any indirect, special, incidental, exemplary, or consequential damages, including loss of profits, revenue, business opportunities, or anticipated savings.
• Any commitments or targets are for planning purposes only and do not create contractual obligations to achieve results

Client Acknowledgment

By entering into this Agreement, the Client expressly acknowledges and agrees that:

• All KPIs, media plans, budgets, timelines, and performance estimates are hypothetical and non-binding.
• Enum Digital cannot be held responsible for any shortfall in performance, whether caused by Enum Digital’s actions, Client actions, third parties, or external market factors.
• The Client assumes full responsibility for business decisions made based on any expectations or recommendations provided by Enum Digital.

Limitation of Liability

Except to the extent prohibited by mandatory UAE law, Enum Digital shall not be liable under any circumstances for any indirect, special, incidental, exemplary, or consequential damages, including but not limited to:

• Loss of profits, revenue, business opportunities, or anticipated savings;
• Loss, corruption, or compromise of data
• Reputational or brand damage; or
• Any similar economic loss.
• This limitation applies regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if Enum Digital has been advised of the possibility of such damages.

Security, Hacking, and Compromised Access

The Client acknowledges and agrees that Enum Digital shall not be liable for any damages, losses, or claims arising from hacking, viruses, malware, spam, cyber-attacks, unauthorized access, or any other security breach affecting:

• Enum Digital’s websites, platforms, accounts, email systems, project management tools, or digital assets;
• Client-owned accounts, websites, ad platforms, or digital assets where access is granted. to Enum Digital for project purposes.

The Client further acknowledges that:

• Enum Digital does not control the security of third-party platforms or the Client’s own systems.
• Enum Digital shall take reasonable precautions, but cannot guarantee against unauthorized access, loss, or compromise
• The Client cannot claim damages, refunds, or compensation from Enum Digital arising from such incidents.
• Responsibility for post-incident security, recovery, or additional mitigation measures remains with the Client

Examples of digital assets include, without limitation: websites, CMS platforms, social media accounts, ad accounts, analytics accounts, email systems, project files, campaigns, design repositories, code repositories, and marketing tools.

Survival

The obligations of the Client under this section shall survive the expiration or termination of this Agreement and shall remain in full force and effect regardless of handover, possession of deliverables, or completion of services.

Governing Law, Jurisdiction & Arbitration

Governing Law

This Agreement and all matters arising hereunder or in connection herewith shall be governed by, construed, and enforced in accordance with the laws of the United Arab Emirates.

Jurisdiction

The Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Dubai, United Arab Emirates, for any dispute, claim, or controversy arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, breach, or termination.

Arbitration

Notwithstanding the above, the Parties may mutually agree to resolve any dispute, controversy, or claim arising out of or relating to this Agreement through final and binding arbitration under the Rules of Arbitration of the Dubai International Arbitration Centre (DIAC). The arbitration shall be conducted in Dubai, UAE, by one or more arbitrators appointed in accordance with the DIAC Rules. The arbitral award shall be final, binding, and enforceable in any court of competent jurisdiction.

Data Privacy & Gdpr/pdpl Compliance

Client is responsible for ensuring all customer data shared with Enum Digital is collected lawfully and in compliance with UAE PDPL, GDPR, and other applicable data protection laws. Enum Digital will process such data strictly for execution of campaigns.

Indemnification For Marketing Content

Client warrants that all product details, financial claims, and eligibility criteria provided to Enum Digital are accurate and compliant. Enum Digital shall not be responsible for any false or misleading claims made by the Client

Force Majeure

Neither party shall be liable for delays/failures caused by events beyond reasonable control (e.g., regulatory changes, government restrictions, bank policy changes, wars, pandemics), and this will not affect the billing of Enum Digital.