These Terms of Service govern your use of the Kodfolio website and any services supplied by Kodfolio.
By using our website, accepting a proposal, paying an invoice, electronically approving an order, or instructing us to begin work, you agree to these Terms.
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1. About Kodfolio
These Terms are issued by Kodfolio, a business operating in Dubai, United Arab Emirates.
In these Terms, "Kodfolio", "we", "us", and "our" refer to Kodfolio.
"You" and "your" refer to the individual, company, or organisation using our website or purchasing our services.
When you act for a company or another organisation, you confirm that you have authority to enter into agreements, approve work, and make decisions on its behalf.
2. Application of These Terms
These Terms apply to:
your use of kodfolio.ae;
enquiries, quotations, and consultations;
website and e-commerce projects;
branding, design, audits, optimisation, content implementation, maintenance, and support;
fixed-price packages;
custom proposals and statements of work; and
any other services accepted by us in writing.
Project documents and priority
A proposal, quotation, order confirmation, package description, or statement of work may contain project-specific terms.
If there is a conflict, the signed or electronically accepted project document takes priority only for the specific commercial matter it addresses. These Terms continue to apply to all other matters.
Terms contained in a client purchase order, procurement system, email footer, or other document will not replace these Terms unless Kodfolio expressly agrees in writing.
3. Formation of a Contract
Information, package descriptions, delivery estimates, and prices displayed on our website are invitations to request or purchase services. They do not require us to accept every order.
A binding contract is formed when:
you sign or electronically accept our proposal or statement of work;
you accept an online order and we send you confirmation or an invoice;
you pay an invoice or starting payment issued for the services; or
we confirm in writing that your order has been accepted and work may begin.
Electronic acceptance and refusal
Electronic signatures, email approvals, electronic records, online confirmations, and electronically issued invoices may be used as evidence of the agreement to the extent permitted by applicable UAE law.
We may refuse an enquiry or order before acceptance, including where the requested work is unlawful, misleading, outside our capabilities, creates a conflict of interest, or presents an unacceptable legal, regulatory, security, or reputational risk.
4. Our Services
We provide digital services that may include:
website design and development;
e-commerce setup and development;
user experience and interface design;
brand identity and graphic design;
website audits and optimisation;
technical implementation;
content uploading and formatting;
third-party integrations;
maintenance and technical support; and
related consulting services.
Scope and subcontracting
The applicable proposal, package description, or statement of work will define the agreed scope, deliverables, exclusions, project stages, revision allowance, estimated schedule, client dependencies, fees, and payment schedule.
Anything not expressly included is outside the agreed scope.
We may use employees, independent contractors, specialist providers, and subcontractors to deliver the services. Third-party products and platforms remain subject to their own terms.
5. Estimates and Delivery Dates
Unless expressly described as guaranteed in a signed agreement, delivery dates and project schedules are reasonable estimates only.
Delivery depends on factors including:
timely payment;
delivery of content and assets;
access to accounts and systems;
consolidated client feedback;
approval of project stages;
third-party platform availability; and
changes to the agreed scope.
Delays
We are not responsible for delays caused by missing information, delayed approvals, third-party providers, circumstances outside our reasonable control, or your failure to meet agreed responsibilities.
A delay by you may require us to reschedule the project according to our current production availability.
6. Your Responsibilities
You agree to provide accurate, complete, and timely:
instructions;
content;
product and service information;
pricing information;
images, videos, logos, and brand materials;
account access and credentials;
domain and hosting access;
platform and payment-gateway access;
legal notices and business disclosures;
approvals; and
consolidated feedback.
Authorised contact and materials
You must appoint an authorised contact who can approve work and make decisions on your behalf.
You confirm that all materials supplied by you:
are owned by you or properly licensed;
may lawfully be used by us for the project;
do not infringe another person's intellectual-property, privacy, publicity, or contractual rights;
are not defamatory, fraudulent, misleading, harmful, or unlawful; and
comply with applicable laws and platform requirements.
Legal and regulatory responsibility
You remain responsible for the legality and accuracy of your business activities, products, services, advertising claims, promotions, website content, pricing, consumer disclosures, licences, taxes, and sector-specific compliance.
Unless expressly included in our scope, Kodfolio does not provide legal, tax, accounting, financial, regulatory, or professional compliance advice.
You should obtain independent professional advice where required.
7. Client Content and Backups
You are responsible for keeping copies and backups of content, databases, account information, and business records supplied to us.
Unless a managed hosting or backup service is expressly included, we are not responsible for maintaining permanent backups of your website, content, emails, systems, or business data.
We may keep working copies for a reasonable period after project completion, but we do not guarantee permanent storage.
8. Feedback, Revisions, and Change Requests
The number of included revision rounds will be stated in the applicable package or proposal.
A revision round means one consolidated set of feedback submitted at one time. Separate messages, additional instructions, or feedback from different stakeholders may be treated as separate revision rounds.
Included revisions must remain within the approved scope and original project direction.
The following will normally be treated as additional work:
new pages or deliverables;
new functionality;
changes to previously approved work;
changes to the original strategy or direction;
additional languages;
additional products or content;
new third-party integrations;
additional design concepts;
additional revision rounds; and
work made necessary by changes to a third-party platform.
Additional work
Additional work may require a separate quotation, additional payment, and an updated schedule.
We are not required to start additional work until its price and scope have been approved in writing.
9. Review and Acceptance
You must review deliverables promptly and notify us in writing of any material failure to match the agreed scope.
Unless the proposal provides a different period, a deliverable will be considered accepted when:
you approve it in writing;
you approve the relevant project stage;
you request publication, launch, transfer, or handover;
you begin using it commercially; or
five business days pass after delivery without a written notice describing a material scope-related issue.
Minor preferences and stage approval
Minor preferences, subjective design differences, requests outside the scope, or requests for additional features do not constitute a defect.
Approval of a project stage authorises us to proceed based on that approval. Changes to approved stages may be charged separately.
10. Client Delays and Inactive Projects
If we are waiting for your content, access, approval, payment, or feedback for more than 10 business days, we may reschedule the project.
If the project remains inactive for more than 30 calendar days because we are waiting for you, we may pause and archive it.
If inactivity continues for more than 60 calendar days, we may:
close the project;
treat the project as abandoned;
invoice work already completed;
invoice committed or non-refundable third-party costs;
require a reactivation fee;
provide a revised quotation; and
assign a new delivery schedule based on our current availability.
Changes during inactivity
Changes in technology, third-party pricing, platform requirements, or project scope during an inactive period may result in additional charges.
11. Fees and Third-Party Costs
Unless otherwise agreed, all fees are stated in UAE dirhams.
Any applicable taxes will be shown on the relevant quotation or invoice where required.
Unless expressly included, our fees do not include:
domains;
hosting;
premium themes;
plugins;
third-party applications;
stock images or videos;
fonts;
software licences;
payment-gateway charges;
advertising expenditure;
printing;
delivery;
platform subscription charges; or
government and regulatory fees.
Third-party disclosures
We will disclose material third-party charges before incurring them whenever reasonably possible.
12. Payment Terms
Unless the applicable proposal states otherwise:
50% of the project price is payable before work begins;
the remaining 50% is payable before launch, transfer, publication, or final handover;
larger projects may use milestone payments;
retainers and recurring services are paid in advance; and
invoices are payable within seven calendar days.
Conditions of payment
Work will begin only after the required initial payment and project dependencies have been received.
Payments must be made without deduction, set-off, or withholding unless legally required.
Bank fees, currency-conversion charges, and payment-provider fees charged directly to you remain your responsibility.
13. Late and Unpaid Invoices
If an undisputed invoice is overdue, we may:
pause or suspend work;
reschedule the project;
withhold launch or publication;
withhold files, access, transfers, or deliverables that have not yet become due for release;
suspend maintenance or support;
charge interest at the lower of 1% per month or the maximum lawful rate; and
recover reasonable collection and enforcement costs where permitted by law.
Effect of suspension
Suspension for non-payment does not cancel your obligation to pay for completed work or committed costs.
14. Cancellation by the Client
You may request cancellation by giving us written notice.
When you cancel:
you must pay for all work completed up to the cancellation date;
you must pay committed, non-refundable, and third-party costs;
completed project stages remain chargeable;
unused prepaid amounts will be refunded only to the extent they relate to work not performed or costs not incurred; and
the starting payment will generally become non-refundable once research, strategy, design, development, production, setup, or implementation has begun.
Statutory rights
Where mandatory UAE law gives you a non-waivable right to a refund or another remedy, that statutory right will prevail.
15. Suspension or Termination by Kodfolio
We may suspend or terminate services if:
an undisputed payment is overdue;
you materially breach the agreement;
you do not provide required cooperation;
you provide unlawful, infringing, fraudulent, or misleading instructions;
continued work may expose us or another person to legal, regulatory, security, or reputational harm;
you misuse our staff, systems, or services;
you engage in harassment, threats, or abusive conduct;
a required third-party provider refuses or withdraws service; or
continuing the services would violate applicable law.
Cure periods and refunds
Where a breach can reasonably be corrected, we may provide up to 14 calendar days to correct it.
You may terminate for our material breach if we fail to correct a remediable breach within 14 calendar days after receiving written notice that clearly describes it.
If we terminate without your breach before completing prepaid work, we will refund the portion of prepaid fees attributable to work not performed, excluding committed costs.
16. Consequences of Termination
On termination:
all outstanding invoices and accrued charges become payable;
each party must return or delete the other party's confidential information where reasonably required, subject to legal retention obligations;
licences granted only for the project will end;
unpaid deliverables remain the property of Kodfolio; and
provisions concerning payment, intellectual property, confidentiality, data protection, indemnities, liability, and dispute resolution will continue.
17. Post-Launch Support
Unless a different support period is stated in the proposal, we provide a 30-calendar-day defect-reporting period after launch.
During this period, we will use reasonable efforts to correct reproducible technical defects in our custom deliverables that materially prevent them from matching the agreed scope.
The included support period does not cover:
new features;
additional content;
design changes;
new integrations;
search-ranking changes;
marketing performance;
changes made by you or another provider;
problems caused by incorrect client content or settings;
hosting failures outside our control;
malware or unauthorised access not caused by our breach;
third-party software updates;
browser or device changes;
platform policy changes; or
expired third-party licences.
Additional maintenance
Additional maintenance and support may be purchased separately.
18. Third-Party Platforms and Services
Our work may depend on third-party providers such as hosting companies, domain registrars, e-commerce platforms, content-management systems, payment gateways, plugins, applications, analytics providers, email providers, cloud services, and social networks.
Third-party services are governed by their own terms, privacy policies, pricing, eligibility requirements, availability, technical limitations, and approval processes.
We do not control and cannot guarantee:
uninterrupted third-party availability;
approval of an account or payment gateway;
continued support for a plugin or application;
future subscription prices;
policy changes;
account suspensions;
search-engine rankings;
advertising approvals; or
compatibility with future platform updates.
Client ownership of accounts
Where possible, client-owned services should be registered under the client's own name and contact details.
You are responsible for renewals and continuing third-party charges unless a written managed-service agreement states otherwise.
19. Domains, Hosting, and Credentials
Unless agreed otherwise, you are responsible for domain and hosting renewals.
Where we acquire or configure a service on your behalf, we may require reimbursement before transferring it.
You are responsible for protecting passwords and access credentials provided after handover.
We are not responsible for losses caused by:
weak passwords;
sharing credentials;
failure to enable available security features;
unauthorised changes made by you or another provider; or
failure to renew domains, hosting, licences, or subscriptions.
20. Intellectual Property Supplied by You
You retain ownership of your pre-existing trade marks, logos, content, photographs, videos, databases, business information, product information, and other materials.
You grant us a limited, non-exclusive licence to use, copy, adapt, store, and process those materials only as reasonably necessary to provide the services, test deliverables, and provide agreed support.
This licence ends when it is no longer reasonably required, subject to backups and legal retention obligations.
21. Ownership of Final Deliverables
After full payment of all amounts due for the relevant project, you will own the final custom deliverables expressly identified in the proposal as having been created specifically for you.
Ownership does not include:
third-party assets;
open-source software;
platform software;
licensed fonts;
themes;
plugins;
applications;
stock media;
our pre-existing materials;
our reusable components; or
our background intellectual property.
Transfer of rights
No intellectual-property rights transfer until full payment has cleared.
Drafts, unused concepts, rejected designs, internal files, working documents, development methods, and source materials not included in the agreed handover remain the property of Kodfolio.
22. Kodfolio Background Intellectual Property
Kodfolio retains ownership of its pre-existing and reusable methods, experience, knowledge, templates, design systems, code libraries, scripts, components, utilities, tools, workflows, frameworks, processes, and internal documentation.
Where our background intellectual property is embedded in a fully paid final deliverable, we grant you a perpetual, non-exclusive licence to use it only as part of that deliverable for your normal business purposes.
You may not extract, resell, sublicense, or separately commercialise our background intellectual property unless we agree in writing.
23. Third-Party Intellectual Property
Third-party materials remain the property of their respective owners and are subject to their applicable licences.
You are responsible for complying with licence restrictions and paying renewal or subscription fees after handover.
We do not guarantee that a third-party product will remain available or continue to operate under the same terms.
24. Portfolio Use and Publicity
We will not publicly publish your name, logo, project screenshots, case study, testimonial, or identifying project information for our marketing without your prior written permission.
Permission may be limited or withdrawn for future use, but withdrawal will not require us to recall or destroy material that was lawfully printed or published before withdrawal where removal is not reasonably possible.
25. Confidentiality
Each party must protect the other party's confidential information and use it only for the purposes of the project.
Confidential information includes:
non-public commercial information;
pricing;
strategy;
credentials;
technical information;
business processes;
user and customer data;
unpublished designs;
financial information; and
information reasonably understood to be confidential.
Exceptions
Confidentiality obligations do not apply to information that:
is already publicly available without breach;
was lawfully known before disclosure;
is lawfully received from another source;
is independently developed; or
must be disclosed by law or a competent authority.
Required disclosure
Where disclosure is legally required, the receiving party will provide reasonable notice where legally permitted.
A separate non-disclosure agreement will apply where it imposes stricter obligations.
26. Privacy and Personal Data
Our handling of personal data collected through this website is explained in our Privacy Policy at /privacy.
Each party must comply with the data-protection laws applicable to it.
Where we process personal data on your behalf as part of a project:
you remain responsible for ensuring that the processing is lawful;
you must provide lawful and documented instructions;
we will process the data only as reasonably necessary to provide the services;
access will be limited to authorised persons and service providers;
we will use reasonable technical and organisational safeguards;
we may use appropriate service providers;
we will notify you without undue delay after becoming aware of a relevant personal-data breach in our role as processor; and
we will reasonably assist with return or deletion at the end of the engagement, subject to legal retention obligations.
Data-processing agreement
Where required, the parties may enter into a separate data-processing agreement.
We may refuse instructions that we reasonably believe violate applicable data-protection law.
27. Cookies and Website Technologies
Our website may use essential cookies and similar technologies needed for security, functionality, and operation.
Any analytics, advertising, or non-essential tracking technologies will be described in our Privacy Policy and managed according to applicable consent requirements.
28. Service Standard
We will perform our services with reasonable skill and care consistent with the ordinary professional standard expected from a digital agency.
Where a delivered item materially fails to match the agreed scope, you must notify us during the applicable review or support period and provide enough information for us to investigate.
Our primary obligation will be to use reasonable efforts to correct the verified non-conformity.
29. No Business-Performance Guarantee
Unless expressly guaranteed in a signed agreement, we do not guarantee:
revenue;
sales;
enquiries;
conversions;
website traffic;
search-engine rankings;
advertising results;
customer behaviour;
profitability;
funding;
business growth;
platform approval; or
uninterrupted operation.
External factors
Digital and commercial results depend on factors outside our control, including your offer, pricing, competition, market demand, content, budget, advertising, customer service, reputation, and third-party algorithms.
30. Client Indemnity
To the extent permitted by law, you will indemnify Kodfolio against third-party claims, losses, liabilities, penalties, and reasonable external costs arising from:
materials supplied by you;
your products or services;
your advertising claims;
your instructions;
an allegation that your materials infringe third-party rights;
your unlawful or misleading content;
your breach of these Terms; or
your violation of applicable law.
Notice and cooperation
We will notify you of a relevant claim and provide reasonable cooperation.
You may not settle a claim in a way that imposes liability, an admission, or a continuing obligation on Kodfolio without our written approval.
31. Limitation of Liability
Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited, including liability for fraud, fraudulent misrepresentation, wilful misconduct, non-excludable consumer rights, or any other liability that applicable law requires to remain unlimited.
Subject to the paragraph above, neither party will be liable for:
indirect or consequential losses;
loss of anticipated savings;
loss of business opportunity;
loss of goodwill;
loss of revenue or profit;
loss caused by third-party services; or
loss caused by events outside its reasonable control.
Cap and time limit
Subject to non-excludable legal rights, the total aggregate liability of Kodfolio relating to a project will not exceed the amount actually paid to Kodfolio for the affected project or service during the 12 months preceding the event giving rise to the claim.
You must take reasonable steps to minimise any loss.
No contractual claim may be brought more than 12 months after the claimant knew, or reasonably should have known, of the facts giving rise to the claim, except where applicable law requires a longer period.
32. Website Use
You may use our website only for lawful purposes.
You must not:
attempt to gain unauthorised access;
introduce malware or harmful code;
interfere with website security;
scrape or extract content through automated means without permission;
impersonate another person;
submit false or misleading information;
copy or republish protected website material without permission; or
use the website in a way that violates applicable law.
Access restrictions
We may block or restrict access where reasonably necessary to protect our website, business, users, or legal rights.
33. Website Information
We aim to keep website information accurate, but website content may contain errors, omissions, or outdated information.
Website content is general information and is not professional legal, financial, accounting, tax, or regulatory advice.
We may update, remove, or correct website content at any time.
34. Links to External Websites
Our website may contain links to external websites or services.
We do not control and are not responsible for their content, availability, security, policies, or practices.
A link does not mean we endorse or guarantee the external provider.
35. Force Majeure
Neither party will be responsible for delay or failure caused by circumstances beyond its reasonable control, including:
natural disasters;
fire or flood;
war or terrorism;
civil disorder;
government action;
epidemic or public-health emergency;
utility or telecommunications failure;
major internet or cloud-service outage;
labour disruption;
cyberattack by an unrelated third party; or
widespread platform failure.
Notice and extended events
The affected party must notify the other party as soon as reasonably practicable.
The delivery period will be extended by a reasonable time.
If the event continues for more than 45 calendar days and materially prevents performance, either party may terminate the affected services by written notice. Fees for work already completed and committed costs remain payable.
Please include your name, company name where applicable, project reference, and a clear explanation of the issue.
We will review complaints in good faith and may request additional information where reasonably necessary.
37. Notices
Formal notices to Kodfolio must be sent by email to info@kodfolio.ae.
Formal notices to you may be sent using the most recent email address you provided to us.
Routine project approvals, feedback, instructions, and change requests may be communicated by email or through the agreed project-management system.
An email notice will be considered received when it enters the recipient's email system, unless the sender receives a delivery-failure notification.
38. Governing Law and Jurisdiction
These Terms and any dispute or non-contractual obligation arising from them are governed by the federal laws of the United Arab Emirates and the laws applicable in the Emirate of Dubai.
Before starting formal legal proceedings, the parties will attempt in good faith to resolve the dispute through management discussions for at least 15 business days.
The courts of Dubai will have exclusive jurisdiction, unless mandatory applicable law requires otherwise.
Nothing prevents either party from requesting urgent interim or protective relief from a competent court.
Where applicable UAE law gives a consumer the right to bring a claim before another competent authority or court, that mandatory right will not be restricted.
39. Changes to These Terms
We may update these Terms for future use by publishing a revised version with a new "last updated" date.
A change will not retroactively alter an already accepted project unless:
both parties agree in writing; or
the change is required by mandatory law.
Version applicable to a project
The version accepted when the project contract was formed will normally continue to govern that project.
40. Assignment
You may not transfer your rights or obligations under the agreement without our prior written consent.
We may transfer the agreement as part of a merger, reorganisation, business sale, or transfer of substantially all relevant assets, provided the transfer does not materially reduce your contractual rights.
41. Severability
If any part of these Terms is found invalid or unenforceable, it will be limited or adjusted to the minimum extent necessary.
The remaining provisions will continue in full effect.
42. No Waiver
A failure or delay in enforcing a contractual right does not waive that right.
A waiver applies only when clearly confirmed in writing.
43. Entire Agreement
These Terms, together with the accepted proposal, quotation, order confirmation, package description, statement of work, and any expressly incorporated documents, form the entire agreement concerning the relevant services.
They replace earlier discussions, representations, and communications concerning the same subject matter, except in cases of fraud.
44. Third-Party Rights
Unless expressly stated otherwise, no person other than the contracting parties has a right to enforce these Terms.
45. Language
These Terms are published in English.
Where an Arabic version is published or required for a UAE consumer-facing transaction, the Arabic version will prevail only to the extent required by mandatory UAE law.
For separately negotiated business-to-business services, the language stated in the accepted proposal or agreement will apply.