Beremus | Terms and Conditions

DEFINITIONS

In these Terms and Conditions, unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:

“Agreement” means these Terms and Conditions, together with any schedules, annexes, statements of work, or other documents expressly incorporated herein by reference.

“Client” means any individual, corporation, partnership, or other legal entity that engages the Company to provide Services pursuant to a separate service agreement or statement of work.

“Company” or “Beremus FZCO” means Beremus FZCO, a Free Zone Company incorporated in the United Arab Emirates under Registration No. 9235, with its registered office at IFZA Business Park, Building A1, 9235 - 001, DDP, Dubai, UAE.

“Confidential Information” means all information, whether written, oral, electronic, or in any other form, disclosed by one party to the other in connection with the Services, which is designated as confidential or which, by its nature or the circumstances of its disclosure, ought reasonably to be considered confidential, including but not limited to business plans, financial data, marketing strategies, client lists, trade secrets, and proprietary methodologies.

“Intellectual Property” means all patents, copyrights, trademarks, service marks, trade names, domain names, designs, trade secrets, know-how, database rights, and all other intellectual property rights, whether registered or unregistered, and all applications and rights to apply for any of the foregoing, anywhere in the world.

“Payment Agent” means a licensed third-party financial institution or payment service provider engaged by the Company to collect, process, and remit payments on behalf of the Company, in compliance with applicable Know Your Customer (KYC) and Anti-Money Laundering (AML) regulations.

“Personal Data” means any data relating to an identified or identifiable natural person, as defined under UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data.

“Services” means the marketing services, data management services, campaign management services, and related professional services provided by the Company, including the services described on the Website or in any applicable statement of work.

“User” means any individual or entity that accesses, browses, or otherwise uses the Website, whether or not such individual or entity is also a Client.

“Website” means the website operated by the Company at https://beremus.com, including all subdomains, pages, and content therein.

ACCEPTANCE OF TERMS

1.1 By accessing, browsing, or using the Website, or by engaging the Company to provide any Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions in their entirety. If you do not agree to these Terms and Conditions, you must immediately cease all use of the Website and refrain from engaging the Company for Services.

1.2 These Terms and Conditions constitute a legally binding agreement between you (whether as a User or Client) and the Company. Your continued use of the Website or Services following the posting of any amendments to these Terms and Conditions shall constitute your acceptance of such amendments.

1.3 Where the User is accessing the Website or engaging the Services on behalf of a corporation, partnership, or other legal entity, such User represents and warrants that they have the authority to bind such entity to these Terms and Conditions.

1.4 The Company reserves the right to refuse access to the Website or the provision of Services to any User or Client who does not accept or comply with these Terms and Conditions.

DESCRIPTION OF SERVICES

1.5 The Company provides Clients with professional services in the following principal categories: (i) marketing services; (ii) data management services; and (iii) campaign management services, together with related professional services, which may include, without limitation, the following:

(a) Marketing Services, including audience research and analysis of customer needs and behavior;

(b) Strategic marketing planning, including identification of target audiences, development of customer-attraction scenarios, selection of promotion channels, and determination of applicable terms and budgets;

(d) Configuration and use of marketing tools and services, including Facebook Pixel, Google Analytics, and Ad Creative, together with advertising campaign automation and optimization;

(e) Social media presence management, brand development, and customer engagement and loyalty-building initiatives;

(f) Data Management, including collection of data from various sources into a single storage environment, processing and transformation of data into a comprehensible form, and checking data integrity for further analysis;

(g) Design and development of corporate data warehouses (DWH), big data warehouses (BigData), and master data management systems;

(h) IT infrastructure development and integration of services and products into databases;

(i) Setup and configuration of data transmission and processing logic;

(j) Campaign Management, including full-cycle campaign management comprising planning, execution, monitoring, analysis, and optimization; promotion automation; banner editing and creative management; archive collection; and campaign data analysis and reporting; and

(k) Such other marketing, data management, campaign management, and related professional services as may be agreed between the Company and the Client.

1.6 The specific scope, deliverables, timelines, and fees for Services shall be set forth in a separate statement of work, service agreement, or proposal agreed upon by the Company and the Client.

1.7 The Company reserves the right to modify, suspend, or discontinue any aspect of its Services at any time, with or without notice, subject to existing contractual obligations with Clients.

1.8 The information presented on the Website regarding the Services is for general informational purposes only and does not constitute a binding offer to provide Services on any particular terms.

USER OBLIGATIONS AND PROHIBITED CONDUCT

1.9 Each User and Client agrees to:

(a) Provide accurate, current, and complete information as required for the use of the Website or engagement of Services;

(b) Maintain the confidentiality of any account credentials or access information provided by the Company;

(c) Comply with all applicable laws, regulations, and industry standards in connection with the use of the Website and Services;

(d) Cooperate with the Company in good faith and provide timely feedback, approvals, and materials as reasonably required for the provision of Services; and

(e) Notify the Company promptly of any unauthorized use of their account or any breach of security.

1.10 Users and Clients shall not, and shall not permit any third party to:

(a) Use the Website or Services for any unlawful, fraudulent, or malicious purpose;

(b) Transmit any material that is defamatory, obscene, threatening, abusive, or otherwise objectionable;

(d) Attempt to gain unauthorized access to any portion of the Website, any systems or networks connected to the Website, or any server or database operated by or on behalf of the Company;

(e) Introduce any viruses, trojans, worms, malware, or other harmful code or material to the Website;

(f) Use any automated means, including bots, crawlers, or scrapers, to access or collect data from the Website without the Company’s prior written consent;

(g) Interfere with or disrupt the integrity or performance of the Website or Services;

(h) Impersonate any person or entity or misrepresent your affiliation with any person or entity; or

(i) Use the Services or any deliverables produced thereunder in a manner that violates applicable law or these Terms and Conditions.

1.11 The Company reserves the right to suspend or terminate access to the Website or Services, without liability, for any User or Client who violates this Section.

INTELLECTUAL PROPERTY RIGHTS

1.12 All Intellectual Property in and to the Website, including its design, layout, text, graphics, logos, icons, images, software, and underlying code, is and shall remain the exclusive property of the Company or its licensors. Nothing in these Terms and Conditions grants any User or Client any right, title, or interest in such Intellectual Property, except as expressly set forth herein.

1.13 Unless otherwise agreed in a separate written agreement between the Company and the Client, all Intellectual Property created, developed, or produced by the Company in the course of providing the Services (“Work Product”) shall remain the property of the Company until full payment has been received, at which time ownership of the Work Product specifically commissioned and paid for by the Client shall transfer to the Client, subject to any pre-existing Intellectual Property of the Company incorporated therein.

1.14 The Company retains the right to use general knowledge, skills, experience, ideas, concepts, techniques, and know-how acquired or developed during the performance of the Services, provided such use does not disclose the Client’s Confidential Information.

1.15 The Company reserves the right to include completed work in its portfolio and to reference the Client’s name and a general description of the Services performed for marketing and promotional purposes, unless the Client provides a written objection.

1.16 The Client warrants that all materials, content, data, and information provided to the Company for use in the provision of Services do not infringe the Intellectual Property rights of any third party. The Client shall indemnify and hold harmless the Company from any claims arising from the Company’s use of Client-provided materials in accordance with the Client’s instructions.

1.17 Users shall not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any content from the Website without the prior written consent of the Company, except as incidental to normal web browsing.

PAYMENT TERMS AND FEES

1.18 Fees for Services shall be as set forth in the applicable statement of work, proposal, or service agreement between the Company and the Client. All fees are exclusive of applicable taxes unless expressly stated otherwise.

1.19 Unless otherwise agreed in writing, the Company shall issue invoices in accordance with the payment schedule set forth in the applicable statement of work. Invoices shall be payable within thirty (30) days of the date of invoice, unless a different payment term is specified.

1.20 All payments shall be made in United States Dollars (USD) or United Arab Emirates Dirhams (AED), as specified in the applicable invoice, by wire transfer, bank transfer, or such other method as the Company may designate.

1.21 The Company may engage a licensed Payment Agent to collect and process payments on its behalf. By engaging the Company for Services, the Client acknowledges and consents to:

(a) The processing of payments through a designated Payment Agent;

(b) The conduct of Know Your Customer (KYC) verification procedures by the Payment Agent or the Company, in accordance with UAE Federal Decree Law No. 20 of 2018 on Anti-Money Laundering and Combating the Financing of Terrorism, and any regulations issued thereunder;

(c) The provision of such documentation and information as may be reasonably required to complete KYC verification, including but not limited to identification documents, proof of address, corporate registration documents, and beneficial ownership information; and

(d) The sharing of relevant Client information with the Payment Agent solely for the purpose of processing payments and completing KYC procedures.

1.22 The Company reserves the right to delay commencement or continuation of Services until satisfactory completion of KYC verification procedures.

1.23 In the event of late payment, the Company reserves the right to:

(a) Charge interest on overdue amounts at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until the date of actual payment;

(b) Suspend or withhold the provision of Services until all outstanding amounts are paid in full; and

(c) Recover all reasonable costs and expenses incurred in connection with the collection of overdue amounts, including legal fees.

1.24 The Client shall not be entitled to set off, deduct, or withhold any amount from payments due to the Company without the Company’s prior written consent.

CONFIDENTIALITY

1.25 Each party (“Receiving Party”) agrees that it shall, with respect to any Confidential Information disclosed to it by the other party (“Disclosing Party”):

(a) Maintain such Confidential Information in strict confidence;

(b) Not disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its employees, agents, or professional advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those contained herein;

(c) Use such Confidential Information solely for the purposes contemplated by these Terms and Conditions or the applicable service agreement; and

(d) Take all reasonable precautions to prevent the unauthorized disclosure or use of such Confidential Information, using no less than the degree of care it uses to protect its own confidential information of a similar nature.

1.26 The obligations set forth in this Section shall not apply to information that:

(a) Is or becomes publicly available through no fault of the Receiving Party;

(b) Was known to the Receiving Party prior to its disclosure by the Disclosing Party, as demonstrated by written records;

(c) Is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information;

(d) Is rightfully received by the Receiving Party from a third party without restriction on disclosure; or

(e) Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party (to the extent legally permissible) and cooperates with the Disclosing Party’s efforts to obtain a protective order or other appropriate remedy.

1.27 The confidentiality obligations under this Section shall survive termination of these Terms and Conditions and any related service agreement for a period of three (3) years from the date of disclosure of the relevant Confidential Information.

DISCLAIMERS AND LIMITATION OF LIABILITY

1.28 THE WEBSITE AND ALL CONTENT, MATERIALS, AND INFORMATION PROVIDED THEREON ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR COMPLETENESS.

1.29 The Company does not warrant that: the Website will be uninterrupted, error-free, or secure; that any defects will be corrected; that the Website or servers are free of viruses or other harmful components; or that the results obtained from the use of the Services will meet the Client’s expectations or achieve any particular outcome.

1.30 Marketing services are inherently subject to market conditions, audience behavior, platform algorithms, and other factors beyond the Company’s control. The Company makes no guarantee regarding specific results, including but not limited to return on investment, revenue increases, audience growth, or search engine rankings.

1.31 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, THE WEBSITE, OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

1.32 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, THE WEBSITE, OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO THE COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE THOUSAND UNITED STATES DOLLARS (USD 1,000), WHICHEVER IS GREATER.

1.33 Nothing in these Terms and Conditions shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

INDEMNIFICATION

1.34 The Client agrees to indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, affiliates, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees and disbursements) arising out of or in connection with:

(a) The Client’s breach of any term, representation, or warranty contained in these Terms and Conditions;

(b) The Client’s violation of any applicable law, regulation, or third-party right;

(c) Any materials, content, or information provided by the Client to the Company for use in connection with the Services;

(d) Any claim by a third party that materials provided by the Client infringe upon or violate such third party’s Intellectual Property rights; or

(e) The Client’s use or misuse of the Services or deliverables in a manner not authorized by the Company or inconsistent with these Terms and Conditions.

1.35 The Company shall promptly notify the Client in writing of any claim subject to indemnification and shall provide reasonable cooperation, at the Client’s expense, in the defense of such claim. The Client shall not settle any claim without the Company’s prior written consent, which shall not be unreasonably withheld.

DATA PROTECTION AND PRIVACY

1.36 The Company is committed to protecting the privacy and security of Personal Data in accordance with UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (“PDPL”) and any regulations, directives, or guidance issued thereunder.

1.37 In the course of providing the Website and Services, the Company may collect, process, and store Personal Data, including but not limited to:

(a) Names, email addresses, telephone numbers, and business contact information;

(b) Billing and payment information;

(c) Technical data such as IP addresses, browser type, device information, and usage data collected through cookies and similar technologies;

(d) Communications and correspondence between the User or Client and the Company; and

(e) Such other information as may be necessary for the provision of Services or the operation of the Website.

1.38 The Company shall process Personal Data only for legitimate purposes, including the provision of Services, compliance with legal obligations, communications, and improvement of the Website and Services. The Company shall not process Personal Data beyond what is necessary and proportionate for such purposes.

1.39 The Company may share Personal Data with third parties only in the following circumstances:

(a) With service providers and processors who assist in the operation of the Website or provision of Services, subject to appropriate data processing agreements;

(b) With the Payment Agent for the purpose of processing payments and conducting KYC verification;

(d) With the User’s or Client’s prior consent.

1.40 Users and Clients have the following rights with respect to their Personal Data, subject to applicable law:

(a) The right to access their Personal Data held by the Company;

(b) The right to request correction of inaccurate Personal Data;

(d) The right to restrict or object to certain processing of Personal Data;

(e) The right to data portability, where technically feasible; and

(f) The right to withdraw consent, where processing is based on consent.

1.41 The Company implements appropriate technical and organizational measures to protect Personal Data against unauthorized access, alteration, disclosure, or destruction, in accordance with the PDPL and industry best practices.

1.42 For further information regarding the Company’s data protection practices, Users and Clients may contact the Company using the details provided in the Contact Information section of these Terms and Conditions.

TERMINATION

1.43 The Company may terminate or suspend a User’s access to the Website immediately, without prior notice or liability, for any reason, including without limitation if the User breaches these Terms and Conditions.

1.44 Either party may terminate a service agreement by providing written notice in accordance with the termination provisions of the applicable statement of work or service agreement. In the absence of specific termination provisions, either party may terminate a service agreement by providing thirty (30) days’ prior written notice to the other party.

1.45 The Company may terminate the provision of Services immediately upon written notice if:

(a) The Client fails to pay any amount due within fifteen (15) days of receiving written notice of non-payment;

(b) The Client commits a material breach of these Terms and Conditions or the applicable service agreement and fails to cure such breach within fourteen (14) days of receiving written notice thereof;

(d) The Company is required to do so by law or regulation.

1.46 Upon termination of these Terms and Conditions or any service agreement:

(a) All rights and licenses granted to the Client hereunder shall immediately cease;

(b) The Client shall pay all fees and expenses accrued up to and including the date of termination;

(c) Each party shall return or destroy all Confidential Information of the other party in its possession, except as required to be retained by law; and

(d) The Company shall deliver to the Client all completed Work Product for which payment has been received.

1.47 The following provisions shall survive termination of these Terms and Conditions: Intellectual Property Rights, Payment Terms and Fees (with respect to accrued obligations), Confidentiality, Disclaimers and Limitation of Liability, Indemnification, Data Protection and Privacy, Governing Law and Dispute Resolution, and any other provisions that by their nature are intended to survive termination.

GOVERNING LAW AND DISPUTE RESOLUTION

1.48 These Terms and Conditions shall be governed by and construed in accordance with the laws of the United Arab Emirates, including but not limited to the UAE Civil Code (Federal Law No. 5 of 1985, as amended), the UAE Commercial Transactions Law (Federal Law No. 18 of 1993, as amended), and all other applicable federal laws and regulations of the United Arab Emirates, without regard to conflict of laws principles.

1.49 Beremus FZCO is a Free Zone Company incorporated and registered in the United Arab Emirates under Registration No. 9235, with its registered office at IFZA Business Park, Building A1, 9235 - 001, DDP, Dubai, UAE.

1.50 In the event of any dispute, claim, or controversy arising out of or in connection with these Terms and Conditions, including any question regarding their existence, validity, or termination (“Dispute”), the parties shall first attempt to resolve the Dispute amicably through good faith negotiations for a period of not less than thirty (30) days from the date of written notification of the Dispute.

1.51 If the Dispute is not resolved through negotiation within the aforesaid period, either party may submit the Dispute to the exclusive jurisdiction of the courts of Dubai, United Arab Emirates, or, at the Company’s sole discretion, to binding arbitration administered in accordance with the rules of the Dubai International Arbitration Centre (DIAC) then in force. The seat of arbitration shall be Dubai, UAE. The language of arbitration shall be English. The arbitral tribunal shall consist of a sole arbitrator appointed in accordance with the applicable rules.

1.52 Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm pending the resolution of a Dispute.

1.53 Each party irrevocably consents to the service of process by any means permitted by applicable law.

AMENDMENTS TO TERMS

1.54 The Company reserves the right to amend, modify, or update these Terms and Conditions at any time and at its sole discretion. Any amendments shall be effective immediately upon posting the revised Terms and Conditions on the Website, with an updated “Last Updated” date.

1.55 The Company shall use reasonable efforts to notify Users and Clients of material changes to these Terms and Conditions by posting a prominent notice on the Website or, where practicable, by email notification to registered Users and Clients.

1.56 It is the responsibility of each User and Client to review these Terms and Conditions periodically to remain informed of any updates. Continued use of the Website or Services following the posting of amended Terms and Conditions shall constitute acceptance of and agreement to such amendments.

1.57 If any User or Client does not agree to the amended Terms and Conditions, they must immediately discontinue use of the Website and Services. For Clients with existing service agreements, any amendments to these Terms and Conditions shall apply to the extent they do not conflict with the express terms of such service agreement, unless both parties agree otherwise in writing.

CONTACT INFORMATION

For any questions, concerns, or communications regarding these Terms and Conditions, the Website, or the Services, please contact:

Beremus FZCO
Registration No. 9235
IFZA Business Park, Building A1, 9235 - 001, DDP, Dubai
United Arab Emirates
Website: https://beremus.com/about-us.html
Email: [email protected]

All formal notices under these Terms and Conditions shall be in writing and shall be deemed duly given when delivered by hand, sent by registered mail, or transmitted by email to the address specified above (with confirmation of receipt). Notices to the Client shall be sent to the address or email provided by the Client at the time of engagement.