Terms & Conditions

Scope of Services

V Patch (WE PATCH IT SOLUTIONS CO. L.L.C.) agrees to provide the Client with the services as outlined in the agreed proposal, contract or service agreement. V Patch is authorised to utilise the recommended and agreed-upon service deliverables specified in that document.

Any services, deliverables or work not explicitly listed in the agreed scope are considered out of scope and may be subject to additional fees. Changes to the agreed scope must be agreed in writing by both parties before work on the amended scope begins.

Client Obligations & Delays

• The Client acknowledges that if work is delayed due to reasons beyond V Patch's fault, no refund or compensation will be offered.
• If the Client does not provide required access credentials, information, assets or feedback within 30 days of agreeing to these Terms, V Patch shall not be held liable and no refund or compensation will be provided.
• Delays caused by the Client do not relieve the Client of payment obligations. Monthly fees remain due regardless of project status or delays attributable to the Client.
• The Client is responsible for ensuring that all content, logos, images and other materials provided to V Patch are owned by or properly licensed to the Client. The Client warrants that use of such materials does not infringe the intellectual property rights of any third party, and agrees to indemnify V Patch against any claims arising from Client-supplied materials.

Payment Terms

• Payments are made on a month-to-month basis for the duration of the contract term.
• Payment is due at the beginning of each month, or on the agreed start date of the contract, prior to delivery of services.
• Invoices must be settled within 7 days of issuance.
• The monthly service fee remains payable throughout the contract term regardless of campaign activity. If the Client chooses to pause, delay or not run advertising campaigns during any month, the agreed monthly fee remains due in full. Such a pause does not constitute suspension, reduction or termination of the Agreement.

Late Payment & Penalties

• If payment is not received on time, a late fee of AED 100 per week will apply from the due date until the outstanding balance is cleared in full.
• If payment remains overdue for more than 30 days, V Patch may suspend services, withhold deliverables and terminate the Agreement with immediate effect.

Suspension of Services

V Patch reserves the right to pause or suspend services and withhold handover of accounts, content or deliverables until all outstanding payments are fully cleared. V Patch is not liable for any losses or damages arising from a service suspension resulting from the Client's failure to pay.

Refund Policy

V Patch does not offer refunds for services rendered. Refunds will only be considered where specifically agreed upon in writing and in good faith between both parties prior to the commencement of the relevant services.

Cancellation & Termination

• The Client must notify V Patch in writing at least 30 days in advance to terminate services, whether within a fixed contract term or as part of an ongoing retainer.
• The Client must complete the cancellation process with a designated member of V Patch's team. Until this process is completed, payment obligations continue.
• If the Client terminates services before the end of the agreed contract term, the Client remains liable for the monthly fee for the remainder of that term.

Ownership of Work & Deliverables

• All creative work, raw files and deliverables remain the sole property of V Patch (WE PATCH IT SOLUTIONS CO. L.L.C.) until full payment is received and cleared.
• Upon receipt of final payment, all rights, ownership and copyright transfer to the Client.
• The Client may not use, publish or distribute any deliverables until all outstanding dues are settled in full.
• Raw data, working files and editable project files — including but not limited to PSD, AI, project source files and unedited footage — will not be shared unless expressly agreed in writing in advance and subject to additional fees.

Revisions & Scope of Changes

Revisions are limited to amending or refining existing, approved deliverables within the agreed scope of work. A revision does not include creating new deliverables, changing the agreed creative direction after approval, or adding requirements not included in the original brief.

The number of included revision rounds is specified in the relevant service agreement or proposal. Revision requests beyond the included rounds, or requests that constitute new work, will be quoted separately and require written approval before work commences.

Advertising Accounts & Platform Ownership

For paid advertising services (Meta Ads, Google Ads or similar), ad accounts are typically owned by the Client. V Patch manages campaigns on the Client's behalf as an authorised partner or manager. Ad spend budgets are paid directly by the Client to the respective platform and are separate from V Patch's management fees.

• V Patch is not liable for ad account suspensions, policy violations enforced by Meta, Google or any other platform, or for changes to platform algorithms, targeting options or ad policies.
• V Patch is not liable for the suspension or restriction of any Client account by a third-party platform, regardless of cause.
• Ad spend budgets paid to platforms are non-refundable by V Patch as these are payments made directly to third parties.

No Guarantee of Results

V Patch does not guarantee specific outcomes including but not limited to search engine rankings, website traffic levels, social media follower counts, engagement rates, lead volumes, conversion rates or revenue generated from any service.

Data & Login Security

The Client is responsible for the security of any login credentials, access tokens or account permissions shared with V Patch. V Patch will handle all shared credentials with reasonable care and will not share them with unauthorised parties.

V Patch is not liable for security breaches, account compromises or data losses attributable to third-party platform vulnerabilities, the Client's own security practices, or circumstances beyond V Patch's reasonable control.

Third-Party Tools & Platforms

V Patch utilises third-party tools and platforms in the delivery of its services, including but not limited to Meta, Google, WordPress, and various software applications. V Patch is not responsible for downtime, policy changes, fee increases, feature removals or data handling practices of any third-party platform or tool.

If a third-party platform change materially affects the delivery of an agreed service, V Patch will notify the Client and work in good faith to propose an alternative approach where reasonably possible.

Non-Solicitation

The Client agrees not to directly or indirectly solicit, employ or engage any employee or contractor of V Patch (WE PATCH IT SOLUTIONS CO. L.L.C.) during the term of the Agreement and for 12 months after ceasing to use V Patch's services, unless expressly agreed in writing by V Patch.

Confidentiality

Both parties agree not to disclose confidential or proprietary information relating to the trade, business or affairs of either party to any third party, except as expressly agreed in writing. Confidentiality obligations survive the termination of the Agreement.

Portfolio Rights

Unless otherwise agreed in writing, V Patch may showcase completed work in its portfolio, on its website and across its social media channels. This includes referencing the Client's name, brand and the nature of the services provided.

Indemnification

The Client agrees, to the fullest extent permitted by applicable law, to indemnify, defend and hold harmless V Patch (WE PATCH IT SOLUTIONS CO. L.L.C.), its officers, directors, employees and affiliates from any claims, costs, damages or expenses arising out of the Client's use of V Patch's services, the Client's breach of these Terms, or the Client's provision of infringing or unlawful materials — excluding cases of negligence or wilful misconduct by V Patch.

Force Majeure

V Patch shall not be held liable for delays or failure to perform services due to circumstances beyond reasonable control, including but not limited to technical outages, government restrictions, platform changes, natural disasters or other unforeseen events. V Patch will notify the Client as soon as reasonably practicable if such circumstances arise.

Amendments

Any modification or amendment to these Terms or to a specific service agreement must be made in writing and acknowledged by both parties. Email confirmation is acceptable provided both parties explicitly acknowledge the change.

Governing Law & Disputes

• Any disputes shall first be addressed through good faith negotiations between the parties.
• If resolution cannot be reached, disputes shall be submitted to the Dubai Courts and adjudicated in accordance with the laws of Dubai, UAE.

Entire Agreement

These Terms, together with any signed proposal, contract or service agreement, constitute the entire understanding between the parties with respect to the subject matter herein, superseding all prior discussions, representations or agreements whether oral or written.