Terms of Service & Commercial Engagement Agreement

These Terms of Service ("Terms") constitute a legally binding agreement between Persici Agency ("Persici", "we", "us", or "our") and any organization, enterprise, or individual ("Client", "you", or "your") accessing our platforms or executing professional service contracts.

By executing a Statement of Work (SOW), retaining our consulting pods, or accessing our digital environments, you acknowledge that you have read, understood, and agreed to be bound by these Terms and our companion Privacy Policy.

Persici delivers high-caliber services across eCommerce acceleration, full-funnel digital marketing, custom cloud engineering, UX/UI design systems, and enterprise data architectures.

Each client engagement is governed by an executed Statement of Work (SOW) specifying milestones, deliverables, timelines, acceptance criteria, and financial terms. In the event of any conflict between these general Terms and an executed SOW, the specific provisions of the SOW shall supersede solely for that project scope.

Project timelines are collaborative and depend on prompt client feedback, access to required APIs and credentials, and formal milestone sign-offs.

• Client Deliverables: Upon receipt of full and final payment for the applicable project milestone, all bespoke source code, creative assets, designs, and content produced specifically for the Client shall vest in the Client as proprietary intellectual property.

• Agency Background IP: Persici retains exclusive ownership over all pre-existing software frameworks, developer toolkits, reusable UI component libraries, algorithms, and know-how developed independently of the client engagement. Persici grants the Client a perpetual, non-exclusive, worldwide, royalty-free license to use such Background IP solely as integrated within the delivered system.

• Client Materials: The Client guarantees that all trademarks, brand collateral, and data supplied to Persici for project execution are owned by or properly licensed to the Client without infringing third-party rights.

Client collaborations are executed in full alignment with the statutory laws of each branch territory:

• Payment Schedules: Professional fees are invoiced pursuant to milestone schedules outlined in the applicable SOW. Standard enterprise payment terms are Net 15 or Net 30 from the tax invoice date.

• Multi-Country Tax Invoicing: Invoices are rendered in the designated currency (AED, SAR, JOD, or USD) and incorporate all applicable statutory taxes: UAE VAT (5%), Saudi VAT (15% ZATCA-compliant QR cryptographic stamps), or Jordanian General Sales Tax.

• Late Settlements: Outstanding sums beyond thirty (30) days from due date may result in a temporary suspension of staging deployments, production rollouts, and engineering sprint allocations until accounts are normalized.

• Professional Standard of Care: Persici warrants that all digital engineering, UX design, and consulting deliverables will be executed in a professional, workmanlike manner adhering to current modern software best practices.

• Warranty Period: Unless otherwise specified in the SOW, bespoke custom code delivered by Persici includes a thirty (30) day warranty post-deployment covering critical bug fixes and defect rectification arising from our implementation.

• Third-Party Infrastructure Exclusions: Persici is not liable for performance degradation, outages, or API deprecations attributable to third-party services (e.g., Cloudflare, Shopify, Google, Meta, or payment gateways).

Both parties agree to hold in strict confidence all proprietary, financial, technical, and strategic data disclosed during the collaboration.

Confidential Information shall not be disclosed to any third party without prior written consent, except to employees, subcontractors, and legal advisors bound by confidentiality restrictions at least as stringent as those contained herein.

Confidentiality obligations survive the termination or expiration of this Agreement for a minimum duration of three (3) years.

To the maximum extent permitted by applicable sovereign law:

• Neither party shall be liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits, data, revenue, or business reputation, regardless of whether advised of such possibilities.

• The total aggregate liability of Persici arising out of or related to any project engagement shall be strictly capped at the total amount actually paid by the Client to Persici under the specific Statement of Work during the six (6) month period immediately preceding the event giving rise to liability.

The governing law and forum for resolution of disputes shall correspond to the contracting Persici entity designated in the applicable SOW:

• UAE Contracting Entity: Governed by the laws of Dubai and the UAE. Any unresolved dispute shall be submitted to the Dubai International Arbitration Centre (DIAC) or the exclusive jurisdiction of the Dubai Courts (or DIFC Courts where specified in the SOW).

• Saudi Arabia Contracting Entity: Governed by the laws of the Kingdom of Saudi Arabia. Disputes shall be resolved amicably, failing which they shall be adjudicated before the Saudi Commercial Courts in Riyadh or submitted to the Saudi Center for Commercial Arbitration (SCCA).

• Jordan Contracting Entity: Governed by the statutory laws of the Hashemite Kingdom of Jordan and subject to the exclusive jurisdiction of the Amman Commercial Courts.

• Termination for Cause: Either party may terminate an engagement immediately upon written notice if the other party breaches a material provision and fails to cure within thirty (30) calendar days.

• Work-in-Progress Handover: Upon termination, Persici shall deliver all completed and paid deliverables, along with reasonably required repository access and documentation.

• Official Inquiries: Formal legal notices under these Terms must be dispatched in writing to our central legal desk:

Email: info@persiciagency.com