Terms of Service

1. Who we are and how to contact us

This website at exconsult.co (the “Site”) is operated by Exponential Consultants FZCO, a Free Zone Company registered in the Dubai Silicon Oasis Free Zone (DSO–IFZA), Dubai Digital Park, Dubai Silicon Oasis, Dubai, United Arab Emirates, and holding a commercial trade licence issued by the International Free Zone Authority.

You can reach us at info@exconsult.co for general and commercial matters, or support@exconsult.co if you are an existing client with a support matter. Written notice under these terms should be sent to info@exconsult.co and is deemed received on the next business day in Dubai.

2. Acceptance of these terms

By accessing, browsing or using the Site, you confirm that you accept these terms and agree to comply with them. If you do not agree, you must not use the Site.

We may amend these terms at any time by posting a revised version on this page with an updated effective date. Your continued use of the Site after a change takes effect constitutes acceptance of the revised terms. Changes do not apply retrospectively to services already contracted under a signed agreement.

3. Use of the Site

The Site is made available free of charge. We do not guarantee that the Site, or any content on it, will always be available, uninterrupted or error-free. We may suspend, withdraw or restrict availability of all or any part of the Site for business or operational reasons without notice.

You are responsible for ensuring that all persons who access the Site through your internet connection are aware of these terms and comply with them. Your use of the Site is also governed by our Acceptable Use Policy.

4. Services and how engagements are formed

Nothing on the Site constitutes an offer capable of acceptance. Descriptions of our services, including the Automation Blueprint, are invitations to discuss an engagement only.

A binding engagement arises only when we and you have agreed a written proposal, engagement letter, statement of work or order confirmation (an “Engagement Document”), signed or confirmed in writing by an authorised representative of each party. The Engagement Document sets out the scope, deliverables, timescales, fees, payment terms and any specific conditions applying to that engagement.

In the event of conflict, the order of precedence is: (a) the Engagement Document; (b) any master services agreement between us; (c) these terms.

5. Fees, invoicing and payment

Fees are as stated in the applicable Engagement Document and are quoted in United Arab Emirates Dirhams (AED) or United States Dollars (USD) unless otherwise agreed in writing.

Unless the Engagement Document states otherwise: fees are exclusive of value added tax and any other applicable duties, levies or withholding, which are payable by you in addition; invoices are payable within 14 days of the invoice date; and payment must be made in cleared funds without set-off or deduction. Bank charges on international transfers are borne by the payer.

Where an engagement requires third-party software licences, subscriptions, advertising spend, hosting or data services, these are contracted by you directly with the relevant vendor in your own name and paid by you, unless we have expressly agreed in writing to procure them on your behalf.

We may suspend the provision of services where an undisputed invoice remains unpaid more than 14 days after its due date, having given you written notice and a reasonable opportunity to remedy. We may charge interest on overdue amounts at 1% per month or the maximum permitted by applicable law, whichever is lower.

6. Your responsibilities

Our ability to deliver depends materially on your cooperation. You agree to provide, in a timely manner: accurate and complete information about your business and systems; access to relevant platforms, accounts and personnel; timely decisions, approvals and feedback; and all content, brand assets and data required for the work.

You are responsible for ensuring that any data, content or materials you supply to us do not infringe the rights of any third party, and that you have the lawful basis and any necessary consents to permit us to process personal data on your behalf in connection with the services.

Where delay or additional work arises from your failure to meet these responsibilities, agreed timescales are extended accordingly and we may charge for reasonable additional time at our then-current rates, having notified you first.

7. Changes to scope

Either party may request a change to an agreed scope. No change is binding until agreed in writing, including its effect on fees and timescales. We will not proceed with chargeable additional work without your prior written approval.

8. Intellectual property

All intellectual property rights in the Site, and in our methodologies, frameworks, templates, tools, know-how and pre-existing materials (“Exponential Materials”), remain our property or that of our licensors. Nothing in these terms transfers ownership of Exponential Materials to you.

Subject to full payment of all sums due, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use the deliverables produced specifically for you under an Engagement Document, including any Exponential Materials embedded within them, for your internal business purposes.

You retain all rights in the data, content, brand assets and materials you supply to us, and grant us a non-exclusive licence to use them only as required to perform the services.

Configurations built inside your own platform accounts belong to you as part of your account. We may retain and reuse general know-how, skills and experience gained during an engagement, provided we do so without disclosing your confidential information.

9. Confidentiality

Each party may receive confidential information from the other. Each party agrees to keep the other’s confidential information secret, to use it only for the purposes of the engagement, and to disclose it only to those of its personnel and advisers who need to know it and who are bound by equivalent obligations.

These obligations do not apply to information that is or becomes public other than through breach, was lawfully known before disclosure, is independently developed without reference to the confidential information, or is required to be disclosed by law or a competent authority (in which case the disclosing party will, where lawful, give prior notice).

Confidentiality obligations apply from first contact, including during pre-contract discussions and any exploration call, and survive termination for five years.

10. Third-party platforms and vendors

Our services frequently involve configuring, integrating with or advising on third-party platforms and services. We are not responsible for the availability, performance, pricing, security, data handling or continued existence of any third-party platform, nor for changes a vendor makes to its product, terms or API.

Your use of any third-party platform is governed by your agreement with that vendor. All third-party names and marks on this Site are the property of their respective owners and are used for identification purposes only; their use does not imply endorsement by or affiliation with those owners except where expressly stated.

Where we hold a partner, reseller, affiliate or referral relationship with a vendor, and that relationship may result in a commission or benefit to us, we will disclose it to you before recommending that vendor.

11. Warranties

We warrant that the services will be performed with reasonable care and skill by suitably qualified personnel, in a manner consistent with generally accepted professional standards.

We do not warrant that the services or any deliverable will achieve any particular commercial result, level of revenue, return on investment, conversion rate, deliverability outcome, search ranking or cost saving. Any figures, models, projections or examples discussed with you or shown on this Site are illustrative only and are not a forecast, promise or guarantee.

Except as expressly stated, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by applicable law.

12. Limitation of liability

Nothing in these terms limits or excludes either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

Subject to the paragraph above, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, loss of revenue, loss of anticipated savings, loss of business or opportunity, loss of goodwill, or any indirect or consequential loss, in each case however arising.

Subject to the two paragraphs above, our total aggregate liability arising out of or in connection with an engagement is limited to the total fees paid by you to us under the relevant Engagement Document in the twelve months immediately preceding the event giving rise to the claim.

We are not liable for loss or corruption of your data where you have not maintained an adequate and independent backup regime, nor for any loss arising from your own configuration changes, instructions or use of a deliverable in a manner not contemplated by the Engagement Document.

You must notify us in writing of any claim within twelve months of becoming aware of the circumstances giving rise to it.

13. Term, suspension and termination

Retained engagements run on a rolling monthly basis and may be terminated by either party on thirty days’ written notice, expiring at the end of a calendar month, unless the Engagement Document provides otherwise.

Project engagements run until the agreed deliverables are completed. Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within fourteen days of written notice, or becomes insolvent, enters liquidation or ceases to trade.

On termination: you must pay for all services performed and expenses incurred up to the effective date, including work in progress; each party must return or destroy the other’s confidential information on request; and we will provide reasonable handover assistance, chargeable at our then-current rates unless termination was for our material breach.

14. Non-solicitation

During an engagement and for six months afterwards, neither party will knowingly solicit for employment or engagement any individual directly involved in the engagement on behalf of the other party, without that party’s prior written consent. This does not prevent general recruitment advertising not specifically targeted at those individuals.

15. Data protection

Each party will comply with applicable data protection law in respect of personal data processed in connection with an engagement, including UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data and, where applicable to the processing in question, the EU and UK General Data Protection Regulations.

Where we process personal data on your behalf, we do so as a processor acting on your documented instructions, and the parties will enter into a data processing agreement recording the subject matter, duration, nature and purpose of the processing, the categories of data and data subjects, the security measures applied and the approved sub-processors.

How we handle personal data in our own right is described in our Privacy Policy.

16. Force majeure

Neither party is liable for any failure or delay in performing its obligations to the extent caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic, government action, failure of public telecommunications or power networks, or the failure, suspension or discontinuation of a third-party platform or service. The affected party will notify the other promptly and use reasonable efforts to mitigate.

17. General

Entire agreement. The Engagement Document together with these terms constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, proposals and representations, save for fraudulent misrepresentation.

Assignment. Neither party may assign or transfer its rights or obligations without the other’s prior written consent, which will not be unreasonably withheld, save that either party may assign to a group company or to a successor in a merger or sale of substantially all its assets.

Subcontracting. We may engage subcontractors and specialist associates to perform parts of the services, and we remain responsible for their performance.

Severance. If any provision is found to be invalid or unenforceable, it is to be modified to the minimum extent necessary or, if not possible, severed; the remaining provisions continue in force.

Waiver. A failure or delay in exercising a right is not a waiver of that right.

No partnership. Nothing in these terms creates a partnership, joint venture, agency or employment relationship between the parties.

Third parties. A person who is not a party to the agreement has no right to enforce any of its terms.

18. Governing law and jurisdiction

These terms, their subject matter and their formation (and any non-contractual disputes or claims arising out of or in connection with them) are governed by and construed in accordance with the laws of the Emirate of Dubai and the federal laws of the United Arab Emirates as applicable.

The parties agree to attempt in good faith to resolve any dispute by senior-level discussion within thirty days of written notice of the dispute. Failing resolution, the parties submit to the exclusive jurisdiction of the courts of Dubai, United Arab Emirates, save that either party may seek injunctive or other urgent interim relief in any court of competent jurisdiction.

Where the applicable Engagement Document specifies arbitration, that provision prevails over this clause.

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This document is provided for transparency and does not constitute legal advice. If you require advice on how these terms affect you, please consult a qualified legal professional. Where you have a signed engagement letter, master services agreement or statement of work with us, that document takes precedence over anything stated here to the extent of any conflict.

Related: Privacy Policy · Cookie Policy · Acceptable Use & Disclaimer