Terms of Service

Last updated: December 7, 2025

Important: These Terms of Service ("Terms") constitute a legally binding agreement between you and OptiviseVP. By accessing our website or engaging our services, you agree to be bound by these Terms. Please read them carefully.

Company Information

Legal Name: OPTIVISE VP - FZCO

Trade License Number: 73990

Legal Status: Free Zone Company (FZCO)

Registered Address: DSO-IFZA, IFZA Properties, Dubai Silicon Oasis, Dubai, United Arab Emirates

Issuing Authority: Dubai Integrated Economic Zones Authority (DIEZ)

Email: hello@optivisevp.com

Website: https://optivisevp.com

1. Definitions and Interpretation

In these Terms, unless the context otherwise requires:

• "OptiviseVP," "we," "us," or "our" refers to OPTIVISE VP - FZCO, a company registered in Dubai Silicon Oasis Free Zone, United Arab Emirates.

• "Client," "you," or "your" refers to any individual, company, or entity that accesses our website, uses our services, or enters into an agreement with us.

• "Services" refers to all digital marketing, branding, social media management, project management, and related services offered by OptiviseVP.

• "Website" refers to optivisevp.com and all associated subdomains.

• "Deliverables" refers to all work products, creative assets, reports, strategies, and materials produced by OptiviseVP for the Client.

• "Confidential Information" refers to any non-public information disclosed by either party during the course of the engagement.

2. Acceptance of Terms

By accessing or using our Website or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

If you do not agree to these Terms, you must not access our Website or use our Services. We reserve the right to modify these Terms at any time. Continued use of our Services after any such changes constitutes your acceptance of the new Terms.

3. Our Services

OptiviseVP provides comprehensive digital marketing and creative services, including but not limited to:

3.1 Branding Services

• Logo and visual identity design

• Brand strategy and positioning

• Brand voice and copywriting

• Packaging and print design

• Rebranding and brand refresh

3.2 Social Media Services

• Content creation and graphics

• Social media management and community engagement

• Influencer marketing coordination

• Paid social media advertising

• Social media strategy and audits

3.3 Digital Marketing Services

• Search engine optimization (SEO) and content marketing

• Pay-per-click (PPC) and Google Ads management

• Email marketing and automation

• Website design and development

• Conversion rate optimization (CRO)

3.4 Project Management Services

• Marketing project coordination

• Campaign management and execution

• Strategic planning and implementation

4. Engagement and Service Agreements

4.1 Service Proposals

Prior to commencing any work, OptiviseVP will provide a detailed proposal or statement of work ("SOW") outlining the scope of services, deliverables, timeline, and fees. This proposal, once accepted in writing by the Client, forms part of these Terms.

4.2 Scope Changes

Any changes to the agreed scope of work must be documented in writing and agreed upon by both parties. Additional work outside the original scope will be quoted separately and billed accordingly.

4.3 Client Responsibilities

The Client agrees to:

• Provide timely access to necessary materials, information, and approvals

• Designate a single point of contact for project communications

• Review and provide feedback on deliverables within agreed timeframes

• Ensure all materials provided to OptiviseVP do not infringe third-party rights

• Comply with all applicable laws and regulations in their use of our Services

5. Fees and Payment

5.1 Pricing

All fees are quoted in US Dollars (USD) unless otherwise specified. Fees are based on the scope of work outlined in the applicable proposal or SOW.

5.2 Payment Terms

• For retainer services: Payment is due in advance on the first day of each billing period

• For project-based work: A deposit of 50% is required before work commences, with the balance due upon completion

• Invoices are payable within fourteen (14) days of the invoice date unless otherwise agreed

5.3 Late Payment

Late payments will incur a charge of 1.5% per month on the outstanding balance. OptiviseVP reserves the right to suspend services if payment is more than fourteen (14) days overdue.

5.4 Ad Spend and Third-Party Costs

Advertising spend, stock imagery, software licenses, and other third-party costs are billed separately and are not included in our service fees unless explicitly stated.

6. Intellectual Property Rights

6.1 OptiviseVP's Pre-Existing IP

All methodologies, frameworks, tools, templates, and processes developed by OptiviseVP prior to or independently of any client engagement remain the exclusive property of OptiviseVP.

6.2 Client Deliverables

Upon receipt of full payment, the Client shall own all rights to the final deliverables created specifically for them, except for:

• OptiviseVP's pre-existing intellectual property

• Third-party materials licensed for the project

• Generic templates and frameworks

6.3 Portfolio Rights

OptiviseVP retains the right to display and reference completed work in our portfolio, case studies, and marketing materials unless explicitly prohibited in writing by the Client.

6.4 Client Materials

The Client retains ownership of all materials provided to OptiviseVP and grants us a limited license to use such materials solely for the purpose of providing the Services.

7. Confidentiality

7.1 Confidential Information

Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the engagement. This includes, but is not limited to, business strategies, customer data, financial information, and trade secrets.

7.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party

• Was already known to the receiving party before disclosure

• Is independently developed by the receiving party

• Is disclosed pursuant to a legal requirement or court order

7.3 Duration

Confidentiality obligations shall survive the termination of our engagement and continue for a period of three (3) years thereafter.

8. Data Protection

OptiviseVP is committed to protecting personal data in accordance with applicable UAE data protection laws and regulations. Our data handling practices are further detailed in our Privacy Policy.

Where OptiviseVP processes personal data on behalf of a Client, we act as a data processor and will process such data only in accordance with the Client's instructions and applicable law.

9. Warranties and Representations

9.1 OptiviseVP Warranties

OptiviseVP warrants that:

• Services will be performed with reasonable skill and care

• We have the right to provide the Services and grant the licenses contemplated herein

• Deliverables will not, to our knowledge, infringe any third-party intellectual property rights

9.2 Disclaimer

Except as expressly stated in these Terms, all warranties, conditions, and representations, whether express or implied, are excluded to the fullest extent permitted by law. OptiviseVP does not guarantee specific results from our Services, including but not limited to increased sales, website traffic, or social media engagement.

10. Limitation of Liability

10.1 Cap on Liability

To the maximum extent permitted by applicable law, OptiviseVP's total liability arising out of or in connection with these Terms shall not exceed the total fees paid by the Client in the twelve (12) months preceding the claim.

10.2 Exclusion of Damages

OptiviseVP shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, even if advised of the possibility of such damages.

10.3 Third-Party Platforms

OptiviseVP is not liable for any actions, changes, or policies implemented by third-party platforms (including but not limited to Google, Meta, LinkedIn, or other advertising and social media platforms) that may affect the Client's campaigns or results.

11. Indemnification

The Client agrees to indemnify, defend, and hold harmless OptiviseVP, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Client's breach of these Terms

• The Client's violation of any applicable law or regulation

• Materials provided by the Client that infringe third-party rights

• The Client's use of deliverables in a manner not authorized by OptiviseVP

12. Term and Termination

12.1 Term

These Terms remain in effect for the duration of our engagement. Retainer services continue on a month-to-month basis unless a specific term is agreed.

12.2 Termination for Convenience

Either party may terminate retainer services by providing thirty (30) days' written notice. Project-based work may only be terminated by mutual agreement.

12.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Commits a material breach that is not cured within fourteen (14) days of notice

• Becomes insolvent, files for bankruptcy, or ceases to operate

• Engages in conduct that damages the other party's reputation

12.4 Effect of Termination

Upon termination:

• The Client shall pay for all Services rendered and expenses incurred up to the date of termination

• Each party shall return or destroy the other party's Confidential Information

• Sections relating to intellectual property, confidentiality, limitation of liability, and governing law shall survive termination

13. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemic, government actions, or failure of telecommunications infrastructure.

14. Use of Website

14.1 Acceptable Use

You agree to use our Website only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Website in any way that violates applicable laws or regulations

• Attempt to gain unauthorized access to any part of the Website or its systems

• Engage in any conduct that restricts or inhibits anyone's use of the Website

• Use any automated means to access or scrape the Website

• Introduce any viruses, malware, or other harmful code

14.2 Website Availability

We do not guarantee that the Website will be available at all times or that it will be free from errors or viruses. We reserve the right to modify or discontinue the Website at any time without notice.

15. Dispute Resolution

15.1 Informal Resolution

The parties agree to first attempt to resolve any dispute informally by contacting the other party and engaging in good faith negotiations for a period of thirty (30) days.

15.2 Mediation

If informal negotiations fail, the parties agree to attempt mediation before initiating formal legal proceedings.

15.3 Arbitration

Any dispute that cannot be resolved through mediation shall be finally settled by arbitration in accordance with the rules of the Dubai International Arbitration Centre (DIAC). The seat of arbitration shall be Dubai, United Arab Emirates.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the United Arab Emirates and the Emirate of Dubai. The courts of Dubai shall have exclusive jurisdiction over any disputes arising out of or in connection with these Terms, subject to the arbitration provisions above.

17. General Provisions

17.1 Entire Agreement

These Terms, together with any applicable proposals, SOWs, or other written agreements, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

17.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

17.3 Waiver

No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right.

17.4 Assignment

The Client may not assign or transfer any rights or obligations under these Terms without OptiviseVP's prior written consent. OptiviseVP may assign these Terms to any successor or affiliate.

17.5 Notices

All notices under these Terms must be in writing and sent to the addresses specified in the applicable SOW or to hello@optivisevp.com for OptiviseVP.

17.6 Independent Contractors

OptiviseVP and the Client are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

18. Contact Information

If you have any questions about these Terms, please contact us:

OPTIVISE VP - FZCO

DSO-IFZA, IFZA Properties

Dubai Silicon Oasis

Dubai, United Arab Emirates

Email: hello@optivisevp.com

Website: https://optivisevp.com

Trade License: 73990

By using our Services or accessing our Website, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

© 2025 OPTIVISE VP - FZCO. All rights reserved.