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Please read these Terms and Conditions (the "Terms") carefully before subscribing to any of our services. Subscribing to or using any service constitutes your full and unconditional acceptance of these Terms. If you do not agree with any provision, please refrain from subscribing.

1. Definitions

• "Company" or "Zeed": The Honest Digital Marketing LLC, licensed in the United Arab Emirates and trading as "Zeed" and "The Honest Agency".
• "Client": any natural or legal person subscribing to any of the Company's services, or any person legally authorised to act or sign on their behalf.
• "Agreement": the contractual document containing the list of services in the proposal issued by the Company and signed by the Client, together with these Terms and any subsequently agreed written annexes or amendments.
• "Service" or "Services": any service or set of services provided by the Company, whether expressly stated in the proposal or subsequently agreed within the scope of the Agreement.
• "Ad Budget": amounts paid to advertising platforms (such as Meta, Google, TikTok and Snapchat) for ad delivery. These are entirely separate from service subscription fees.

2. Nature of the Service and Scope of Commitment

2.1 Obligation of means, not of result

The Company undertakes to exercise the professional care customary in performance marketing and to deliver the agreed Services in line with available best practice. The Client expressly acknowledges that campaign outcomes are affected by factors outside the Company's control, including: product or service quality and pricing, market competition, seasonality, the Client's own purchase experience, advertising platform policies and algorithms, and the size of the Ad Budget.

2.2 Projections are not guarantees

Any figures, metrics or return ranges appearing on the Company's website, proposals, presentations, roadmap or dashboard - including those produced by artificial intelligence tools - are indicative estimates and projections based on historical data or averages. They do not constitute a promise, guarantee or contractual commitment to achieve any particular outcome. Past results achieved for other clients do not guarantee comparable results.

2.3 Reliance on third-party platforms

Services are delivered through platforms owned by third parties. The Company bears no liability for: suspension, restriction or banning of the Client's advertising accounts or pages by those platforms; ad rejections; changes to their policies, algorithms or pricing; or interruption of their services - unless directly caused by the Company's gross negligence.

3. Client Obligations

3.1 Administrative access

The Client agrees to grant the Company and its team full administrative access to the systems and tools relevant to the agreed Services, including without limitation: online stores, advertising accounts, content management platforms, and any other platforms necessary for delivery. Such access is a material condition for performing the Services.

3.2 Timely provision

The Client is solely responsible for providing all required access during the Onboarding Call. Where the Client delays, the Company is relieved of any resulting liability, and such delay is not grounds for suspending or extending the subscription period or for any time or monetary compensation.

3.3 Materials and content

The Client is fully responsible for supplying the necessary visual materials (images, video, or any content relating to their products or services). Any delay in providing these may delay delivery, without creating any compensatory obligation on the Company.

3.4 Accuracy and lawfulness

The Client warrants that all materials and information provided are accurate, that they hold full legal rights to use them, and that their products, services and activities are lawful and compliant with applicable laws and advertising platform policies. The Client indemnifies the Company against any claim arising from breach of this warranty.

4. Ad Budget

• The Client is responsible for maintaining sufficient funds and a valid payment method with the platforms. Any campaign interruption caused by payment failure at the platform is the Client's responsibility.
• The Company provides recommendations on budget size and allocation; the final decision rests with the Client.
• The Company retains no commission from the Ad Budget. Its remuneration is the agreed subscription fee only.

5. Amending the Agreement

5.1 The Client may request changes to their package - adding or removing services - by contacting their Client Success Manager or emailing sales@zeedagency.com.

5.2 Any resulting price change applies to future payments only, starting from the billing cycle following approval. No new agreement signature is required, provided the request and approval are documented in writing through official channels.

6. Payments

6.1 Payment methods

Service fees are settled through one of the approved methods: credit or debit card via Stripe, instalments via Tamara, or bank transfer on request and with prior approval. Payment data is processed by approved, PCI-DSS compliant payment providers; the Company does not store card data on its systems.

6.2 Subscription cycle and commitment period

The subscription cycle and its length are set out in the signed proposal, and may be one, two, three or six months depending on the package and business size. A monthly cycle is not available for every package; what is available is stated in the proposal.

The Client is committed for the full length of the agreed cycle. If cancellation is requested before it ends, the remaining payments for that cycle remain due in full, and no refund is given for the unused portion.

Where instalment payment via Tamara is selected, the instalment term and the associated subscription cycle are set out in the proposal. The Client's commitment covers the full period regardless of the instalment schedule.

6.3 Automatic renewal

Automatic payment is enabled at the start of each cycle. The subscription renews automatically for a cycle identical to the one ending, unless written notice of cancellation is given at least fourteen (14) days before it ends, via official email.

6.4 Late payment

If a due payment is not received within seven (7) days of its due date, the Company may - without further notice - take any or all of the following actions:

1. Pause managed advertising campaigns and suspend work on the account.
2. Withdraw the administrative permissions granted by the Company, and suspend access to the dashboard and reports.
3. Issue an invoice equal to one month's subscription for the unpaid period.
4. Terminate the subscription permanently thirty (30) days after the due date.

The Company retains managed assets and campaigns for thirty (30) days from the due date before permanent deletion, unless the outstanding amount is settled within that period.

6.5 Obstruction of collection

If the Client, by any means, removes the Company's permissions from the relevant accounts or takes steps that obstruct clause 6.4, the Company retains its full right to pursue legal action to recover amounts owed, and the Client bears all legal costs, including legal fees and court expenses.

6.6 Taxes

All fees stated are exclusive of VAT and any governmental charges, which are added to the invoice where applicable under the laws in force.

7. Cancellation and Refunds

7.1 Notice of cancellation

The Client must give written notice of cancellation at least fourteen (14) days before the end of the current cycle as defined in clause 6.2. If notice is not given within this period, the subscription renews automatically for an identical cycle and the next payment falls due. Notice given during a running cycle does not end the Client’s commitment to that cycle; it only prevents its renewal.

7.2 Refund policy

7.3 Termination by the Company

The Company reserves the right to suspend or terminate any of its services immediately and without prior notice if the Client breaches any provision of these Terms, including late payment, misuse of the Service, or violation of advertising platform policies.

7.4 After termination

On termination, assets created by the Company for the Client and paid for in full are handed over, and the Company's access to the Client's systems is removed within a reasonable period. The Client's access to the dashboard and reports ends at the close of the last paid cycle.

8. Non-Solicitation

The Client agrees not to employ or directly engage - in any capacity - any of the Company's employees, contractors or partners who were involved in delivering services to the Client's account during the twelve (12) months preceding the end of the Agreement, for a period of twelve (12) months from its end, to provide services similar to those the Company was providing.

In the event of breach, the Client agrees to pay AED 25,000 per instance, as a reasonable and pre-agreed estimate of solicitation, replacement and training costs, and not as a penalty.

Exception: hiring a person who applies independently in response to a general, untargeted job advertisement, without direct or indirect solicitation by the Client, does not breach this clause.

9. Intellectual Property

9.1 Advertising content

The Client retains full rights to use any content created specifically for them by the Company (designs, videos, ad copy), provided all fees relating to the associated Service have been settled. The Client may not use or redistribute the content before payment is complete.

9.2 Website services

This clause applies exclusively to clients receiving website design and development as part of a monthly subscription.

• The Client is granted the right to use what the Company created for them (designs, copy, graphics, code) upon full settlement of all fees relating to the Service.
• Ownership of the website - its design, code and technical structure - does not pass to the Client until the monthly subscription has been paid for twelve (12) consecutive months without interruption. Until then, ownership remains with the Company.
• Unless otherwise agreed in writing, the Company retains the right to reuse general code modules, templates and technical components it has developed, without prejudice to the Client's rights in their own instance. This does not constitute redistribution of the website itself.

9.3 Company tools and platform

The Zeed platform, dashboard, tools, internal systems and methodologies used in delivering the Services remain wholly owned by the Company. Subscription transfers no ownership in them.

9.4 Reference rights

The Company may identify the Client as a client and display their name, logo and non-confidential aggregate results in its marketing materials, unless the Client objects in writing. This does not extend to detailed financial data without express consent.

10. Confidentiality

10.1 Both parties undertake to keep confidential all commercial, technical or personal information obtained from the other party in the course of delivering the Services, whether written, oral or electronic, and not to disclose it to any third party except with written consent or under a legal obligation.

10.2 This obligation survives for three (3) years after the end of the Agreement.

10.3 The obligation does not cover information that is publicly available, was already held by the receiving party before disclosure, or was lawfully obtained from a source not bound by confidentiality.

11. Data Protection

Personal data is processed in accordance with the Privacy Policy, which forms an integral part of these Terms. Where the Company processes personal data on behalf of the Client, it acts as a data processor and the Client acts as the data controller.

12. Limitation of Liability

13. Force Majeure

Neither party is in breach of its obligations where performance is prevented by circumstances beyond its reasonable control, including natural disasters, war, civil unrest, governmental decisions, interruption of internet or electricity services, or failure of third-party platforms. Affected obligations are suspended for the duration of the event.

14. Dispute Resolution and Governing Law

14.1 Amicable settlement: the parties shall seek in good faith to resolve any dispute arising out of or relating to this Agreement amicably within seven (7) business days of written notice of the dispute.

14.2 Jurisdiction: if amicable settlement is not reached, exclusive jurisdiction over the dispute shall lie with the competent courts of the country in which the registered head office of the defendant party is located.

14.3 Governing law: the dispute shall be governed by and construed in accordance with the law of the country having jurisdiction under clause 14.2 above.

14.4 Interim relief and undisputed sums: nothing in the foregoing prevents either party from applying to any competent court for interim, precautionary or urgent relief, or for the recovery of due and liquidated sums the amount of which is not disputed.

14.5 Legal costs: the breaching party bears all legal costs associated with litigation, including legal fees, where judgment is issued against them.

15. General Provisions

• Entire agreement: these Terms together with the signed proposal constitute the entire agreement between the parties and supersede any prior oral or written understandings or promises.
• Precedence: in case of conflict, the signed proposal prevails as to scope of services and pricing; these Terms prevail otherwise.
• Severability: if any provision is found invalid, the remaining provisions remain in force.
• Assignment: the Client may not assign the Agreement to a third party without the Company's written consent.
• No waiver: forbearance by either party in enforcing a right does not constitute a waiver of it.
• Relationship: the parties are independent contractors; this Agreement creates no partnership, agency or employment relationship.
• Language: the Arabic version prevails in the event of any difference in interpretation with the English translation.

16. Changes to these Terms

The Company reserves the right to amend or update these Terms at any time in line with operational, legal or contractual changes. The Client will be notified of any material change by email or another approved official communication channel.

If the Client does not accept the changes, they may cancel the subscription without prior notice, provided the request is submitted within seven (7) days of the notification. Continued use of the Services thereafter constitutes express acceptance of the amended Terms.

17. Contact

The Company is licensed in the United Arab Emirates as The Honest Digital Marketing LLC, and in the United States as The Honest Agency. The contracting entity for Gulf-region clients is the UAE entity.