Terms of Service, Payment Policy & Service Agreement

1. Company Information & Scope

This Terms of Service, Payment Policy & Service Agreement (hereinafter the “Agreement”) applies to all products, services, projects, subscriptions, contracts and engagements provided by Reypub Digital Private Limited, a company duly registered and operating under License Number 0342100 (hereinafter the “Company”, “Reypub Digital”, “Reypub”, “we”, “us” or “our”) to any individual, business, organization, or legal entity (hereinafter the “Client”, “you” or “your”).

1.1 Legal identity. The Company’s full and official legal name is Reypub Digital Private Limited, registered under License Number 0342100. All references in this Agreement to “Reypub Digital”, “Reypub” or the “Company” shall mean Reypub Digital Private Limited and its lawful trading names.

1.2 Group, branches & entities. Reypub Digital Private Limited operates through multiple branches, offices, subsidiaries, affiliates, sister concerns, brands and associated entities. All such branches and entities — wherever established, incorporated or operating, and under whatever territory, jurisdiction or trade name they are registered — form part of, and fall under, Reypub Digital Private Limited. Any office, branch or entity of the Company registered under any territory shall be governed by, and enjoy the full protection of, this Agreement. Rights, protections, limitations and obligations set out herein extend to and may be enforced by any such branch or entity.

1.3 Scope. This Agreement governs all digital, technical, advisory, creative and software services offered by Reypub Digital Private Limited and any of its branches or entities, including but not limited to those listed in Clause 5 (Services Catalogue) of this document.

1.4 Binding nature. By purchasing, subscribing to, renewing or using any service provided by Reypub Digital Private Limited, the Client confirms that they have read, understood and accepted every clause and sub-clause of this Agreement.

1.5 Order of precedence. Where a separate written and signed service-specific proposal, statement of work, purchase order or master services agreement exists between the Client and Reypub Digital Private Limited, the terms of that document shall apply for service-specific matters only; this Agreement shall apply to all matters not expressly covered therein.

1.6 Contact for legal matters. All legal correspondence under this Agreement shall be sent to support@reypub.com.

2. Definitions & Interpretation

For the purposes of this Agreement, the following definitions apply:

• “Service” means any product, deliverable, subscription, license, system, software, content, configuration, hosting, support, marketing campaign or consultation provided by Reypub Digital.
• “Invoice” means any bill, statement, pro-forma, recurring charge or payment request issued by Reypub Digital.
• “Due Date” means the date specified on an Invoice or in a signed agreement on or before which payment must be received by Reypub Digital.
• “Renewal Date” means the date on which a recurring service, subscription, license, domain or hosting plan is automatically continued for an additional billing cycle.
• “Subscription” means any service billed on a recurring basis, including monthly, quarterly, semi-annual, annual or multi-year cycles.
• “Client ID” means the unique identifier assigned by Reypub Digital to each Client for record-keeping and reference.
• “Working Day” / “Business Day” means any day other than a Friday, Saturday or public holiday observed in the United Arab Emirates.
• “USD” means United States Dollars; “AED” means United Arab Emirates Dirhams.
• “Third-Party Services” means any product, platform, API, gateway, registrar, vendor, network, marketplace or service operated by an entity other than Reypub Digital.

2.1 Interpretation. Headings are for reference only and shall not affect the interpretation of any clause. Words in the singular include the plural and vice versa. References to “including” shall mean “including without limitation”.

3. Client ID & Service Records

3.1 Assignment. Every Client of Reypub Digital is assigned a unique Client ID upon onboarding. This Client ID shall serve as the primary reference for all communications, invoices, support tickets, contracts and payment records.

3.2 Consolidated records. All services, subscriptions, invoices, communications, payment schedules, support requests, projects, renewals and agreements shall be maintained under the assigned Client ID.

3.3 Client obligations. The Client is responsible for:

• Maintaining accurate, current and complete contact information (legal name, address, email, phone, billing contact, tax registration).
• Monitoring invoices, renewal reminders, status updates and notifications sent by Reypub Digital.
• Responding to service approvals, content requests and project sign-offs within the timelines stated by the Company.
• Keeping payment methods (cards, bank accounts, payment gateways, auto-debit mandates) valid, funded and active.
• Promptly informing Reypub Digital of any change in ownership, billing details or authorized representatives.

3.4 Record retention. Reypub Digital may retain Client records, invoices, project files and communications for legal, audit, taxation, compliance and operational purposes in accordance with applicable law.

4. Acceptance of Terms

4.1 Modes of acceptance. The Client is deemed to have accepted this Agreement upon any of the following actions:

• Signing a quotation, proposal, statement of work or purchase order issued by Reypub Digital.
• Making any payment (full, partial, advance, recurring or renewal) towards a Reypub Digital invoice.
• Continuing to use any active service, subscription, hosting plan or license issued by Reypub Digital.
• Clicking “I agree”, “Accept”, “Confirm”, “Subscribe” or any equivalent button within a Reypub Digital platform or communication.
• Exchanging emails, messages or written communication confirming engagement of services.

4.2 No waiver. Failure by the Client to read this Agreement does not exempt the Client from any financial, contractual or legal obligation contained herein.

5. Services Catalogue

Reypub Digital provides digital, creative and technical services including, but not limited to, the following categories. Service-specific clauses are provided in later sections of this Agreement.

• Software Development
• Mobile Application Development
• SaaS Solutions
• ERP & CRM Systems
• AI & Automation Services
• Website Development
• UI/UX Design
• SEO & Digital Marketing
• Google Ads (PPC) Management
• Meta & Social Media Ads
• Hosting & Server Management
• Domain Registration & Renewals
• Technical Support & Maintenance
• Cloud Infrastructure Services
• API Integrations
• Security & Monitoring Services
• Branding & Digital Assets
• Custom Development Solutions
• Consultation & Digital Strategy
• Database Design & Optimization

5.1 Right to revise. Reypub Digital reserves the right to add, modify, rename, retire or restructure any service category, package, plan or pricing at its sole discretion.

6. Quotations, Proposals & Scope of Work

6.1 Validity. Unless otherwise stated, all quotations and proposals issued by Reypub Digital are valid for a period of fourteen (14) calendar days from the date of issuance.

6.2 Scope lock. Pricing is based solely on the scope of work mentioned in the quotation/proposal. Any feature, module, page, integration, revision or task not explicitly listed is considered out-of-scope.

6.3 Change requests. Out-of-scope changes shall be quoted separately and require written approval from the Client before development begins. Approved change requests may impact project timelines and final cost.

6.4 Estimates. Any verbal or informal estimate is not binding. Only signed quotations and accepted proposals constitute a contractual commitment.

6.5 Taxes. Unless explicitly stated, prices are exclusive of VAT, GST, withholding taxes, gateway fees, currency conversion fees and any other applicable government levies, which shall be borne by the Client.

7. Payment Terms

7.1 Due date. All invoices issued by Reypub Digital must be paid on or before the due date mentioned on the invoice.

7.2 Invoice validity. Invoices shall be considered legally valid, accepted and payable unless formally disputed in writing to support@reypub.com within three (3) Business Days of issuance.

7.3 Client’s payment obligation. The Client agrees to pay all of the following, as applicable:

• Service charges and project fees
• Subscription fees (monthly, quarterly, annual or multi-year)
• Renewal costs for domains, hosting, SaaS, licenses and third-party services
• Applicable taxes (VAT, GST, sales tax, withholding tax)
• Payment gateway charges and processor fees
• Banking, wire transfer and remittance charges
• Currency conversion charges and FX spreads
• Third-party licensing, plugin or API consumption costs
• Emergency support fees (if applicable)
• Setup, migration, integration and onboarding fees

7.4 Auto-debit failures. Failure of automatic deductions due to insufficient balance, expired cards, blocked transactions or banking issues remains the responsibility of the Client. Reypub Digital may retry charges and pass on any additional fees imposed by the gateway or bank.

7.5 Payment methods. Reypub Digital accepts payments through approved methods including credit/debit cards, bank transfers, online gateways, and other channels notified from time to time. Cash payments must be officially receipted.

7.6 Currency. Unless otherwise stated, invoices are issued in USD or AED. Payments in other currencies will be converted at prevailing rates and any difference (including bank charges) shall be borne by the Client.

7.7 Advance payments. For project-based engagements, a non-refundable advance (typically 40–60% of the project value) is required before work begins. Specific milestones and percentages will be defined in the project quotation.

8. Late Payment Policy

If any invoice or payment is delayed beyond its due date, the following shall apply:

8.1 Late penalty. A late penalty of USD $1 per day shall automatically apply to the overdue invoice from the day after the due date.

8.2 Daily accumulation. The penalty shall continue to accumulate every calendar day until full payment, including all charges, is received and cleared.

8.3 Automatic addition. Late charges shall be added to the existing invoice or issued as a separate supplementary invoice and shall be legally payable by the Client.

8.4 Right to restrict. While any amount remains overdue, Reypub Digital reserves the right to:

• Suspend ongoing services and projects
• Disable Client access to dashboards, portals or admin panels
• Restrict or pause support services
• Pause hosting, servers, applications or cloud workloads
• Disable software licenses and API keys
• Withhold delivery of source code, design files or campaign assets
• Pause active ad campaigns, SEO work and marketing retainers

8.5 No waiver. Continuation of services after the due date does not constitute a waiver of late-fee rights, and Reypub Digital reserves the right to apply any accrued penalties retroactively.

9. Overdue Accounts & Legal Action

If any invoice remains unpaid for more than thirty (30) calendar days from the original due date:

9.1 Administrative penalty. An additional USD $30 administrative penalty shall apply on top of accrued late fees and the original invoice amount.

9.2 Recovery team escalation. The account may be transferred to the Company’s internal recovery team or to an external collection agency.

9.3 Legal proceedings. Reypub Digital may initiate legal action, arbitration, debt-recovery or claim proceedings against the Client without any further notice.

9.4 Client-borne costs. The Client shall be fully liable for all costs related to recovery, including:

• Legal costs and lawyer fees
• Collection charges and recovery agency fees
• Court fees and filing costs
• Notarization, translation and document attestation fees
• Administrative and out-of-pocket expenses incurred by Reypub Digital

9.5 Continued penalties. During recovery proceedings, the daily late-fee of USD $1 may continue to accrue for up to ninety (90) days from the original due date, in addition to the administrative penalty.

9.6 Suspension. Services may remain suspended, terminated, or repossessed until complete settlement of all dues, penalties, and recovery costs.

9.7 Fraud prevention. Reypub Digital reserves the right to internally flag, blacklist or report overdue or high-risk accounts to credit bureaus, payment processors and industry peers for fraud prevention and financial security purposes.

10. Minimum Agreement Tenure

10.1 Standard tenure. Unless otherwise agreed in writing, all recurring services provided by Reypub Digital are subject to a minimum agreement tenure of four (4) years.

10.2 Applicability. This clause applies to (without limitation):

• Hosting Contracts
• SEO Contracts
• SaaS Subscriptions
• Software Maintenance
• ERP Systems
• CRM Solutions
• Digital Marketing Retainers
• Technical Support Plans
• AI & Automation Services
• Custom Software Agreements
• Mobile App Maintenance Plans
• Cloud Infrastructure Subscriptions

10.3 Auto-continuation. Unless cancelled in accordance with Clause 11 (Early Termination) or Clause 12 (Renewal Policy), services shall continue uninterrupted at the prevailing rates.

11. Early Termination Policy

11.1 Notice period. Clients wishing to terminate or discontinue any contracted service must provide written notice to support@reypub.com at least forty-five (45) calendar days before the agreement continuation date or renewal date.

11.2 Termination within 1–44 days of renewal. If a cancellation request is received between one (1) and forty-four (44) days before the agreement continuation date, a 10% early-termination charge on the upcoming renewal value shall apply.

11.3 Termination before completing minimum tenure. If the Client terminates services before completing the four (4) year minimum tenure, an additional 10% agreement violation fee shall apply, calculated on the remaining contract value.

11.4 Recoverable costs. Reypub Digital reserves the right to recover all of the following:

• Setup costs and onboarding fees previously waived
• Development costs absorbed by the Company
• Discounted amounts and promotional benefits
• Waived or deferred charges
• Third-party costs incurred on the Client’s behalf (licenses, plugins, themes, hosting, APIs)
• Outstanding milestones and unbilled work completed

11.5 Exclusions. This clause does not apply to standard end-of-cycle renewals which are governed separately under Clause 12 (Renewal Policy).

11.6 Effect of termination. Upon termination, all access, licenses, hosting, support and assets owned by Reypub Digital will be deactivated unless transfer terms are mutually agreed in writing.

12. Renewal Policy

This clause applies to domains, hosting, licenses, SaaS subscriptions, software renewals, retainers and other renewable services.

12.1 More than 60 days before renewal. No cancellation charges apply if the Client provides written cancellation notice more than sixty (60) days before the renewal date.

12.2 Between 59 and 15 days before renewal. A cancellation charge equal to 50% of the renewal amount shall apply.

12.3 Between 14 and 3 days before renewal. A cancellation charge equal to 90% of the renewal amount shall apply.

12.4 After due date. Once the renewal due date has passed, 100% of the renewal amount becomes payable in full. Late fees and penalties under Clause 8 may continue to apply separately.

12.5 Third-party renewals. Services renewed through third-party vendors or registrars (such as domain registries, marketplace plugins, ad-platform spend, SSL providers) may become non-refundable immediately upon processing.

12.6 Automatic renewal. Unless cancelled in accordance with this clause, all eligible services shall renew automatically at the prevailing rate, which may be revised upward in line with market conditions.

13. Refund Policy

Unless explicitly stated otherwise in writing in a signed agreement:

13.1 General rule. All payments made to Reypub Digital are non-refundable.

13.2 Non-refundable categories. Without limitation, the following are strictly non-refundable:

• Development charges once work has commenced
• Domain registrations and renewals
• Hosting fees, cloud subscriptions and server fees
• SEO and digital-marketing retainers (search engine results cannot be guaranteed)
• Consultation, audit and strategy fees
• Software licensing, SaaS and plugin fees
• Setup, migration, training and onboarding fees
• Ad spend already disbursed to third-party ad platforms
• Design concepts and creative work once delivered for review

13.3 Approved refunds. Where, at the Company’s sole discretion, a refund is approved in writing, the refunded amount may exclude:

• Payment gateway fees and processor charges
• Applicable taxes
• Third-party costs already incurred
• Labor and engineering hours already utilized
• Administrative and operational costs

13.4 Refund timeline. Approved refunds, where applicable, shall be processed within thirty (30) Business Days through the original payment method.

14. Project Delivery & Timelines

14.1 Estimated timelines. All project timelines provided by Reypub Digital are estimates only and not binding deadlines unless explicitly stated as “guaranteed” in a signed agreement.

14.2 Delays. Delivery schedules may vary due to:

• Changes in project scope, brief or requirements
• Delayed Client responses, approvals or content delivery
• Third-party dependencies (APIs, plugins, registrars, integrations)
• Technical complexities revealed during implementation
• Regulatory or compliance requirements
• Hosting, infrastructure or platform issues outside our control
• Force majeure events as defined in Clause 32

14.3 Client-caused delays. Any delay caused by the Client (missing content, unanswered approvals, payment delays) shall automatically extend project deadlines on a day-for-day basis without penalty to Reypub Digital.

14.4 Project freeze. If a project is paused by the Client for more than thirty (30) days without communication, Reypub Digital reserves the right to mark the project as “dormant” and apply a reactivation fee equal to 10% of the original project value.

15. Client Responsibilities & Acceptable Use

15.1 Required cooperation. The Client agrees to:

• Provide required content, credentials, brand assets and approvals on time.
• Ensure full legal ownership of, or rights to, all uploaded materials, trademarks, images and content.
• Maintain backup copies of data unless a managed backup service is explicitly included in the agreement.
• Use all services legally, ethically and in compliance with applicable laws.
• Designate a primary contact person and a backup contact for each project.

15.2 Prohibited activities. The Client shall NOT:

• Use Reypub Digital services for illegal, fraudulent or deceptive activities.
• Attempt unauthorized access to servers, databases, or accounts.
• Distribute malware, viruses, ransomware, phishing pages or spam.
• Abuse infrastructure resources or cause excessive load on shared environments.
• Harass, intimidate or threaten Reypub Digital staff, partners or vendors.
• Resell or sublicense Reypub Digital services without prior written authorization.
• Reverse-engineer, decompile, or attempt to extract source code from proprietary systems.
• Host adult, gambling, hate-speech, weapons-related, narcotics-related, or content prohibited under UAE law.

15.3 Suspension for breach. Any breach of this clause may result in immediate suspension or termination of services without refund.

16. Support & Maintenance

16.1 Scope of support. Support services are strictly limited to the scope and tier of the subscribed plan or agreed contract.

16.2 Out-of-scope and premium support. Additional charges may apply for:

• Emergency or after-hours support
• Priority request handling
• Weekend, public-holiday or Ramadan-hours support
• Major system changes, upgrades or migrations
• Additional features or new modules
• Out-of-scope tasks not covered in the original SOW
• Third-party integrations and API support
• On-site visits, where applicable

16.3 Response times. Support response times vary based on workload, issue severity, service tier and time of request. Critical-issue response targets, where defined, are stated in the applicable plan.

16.4 Support channels. Support requests must be submitted through official channels: email to support@reypub.com, the Client portal, or a ticketing system designated by Reypub Digital. Requests sent via informal channels (WhatsApp, personal messaging) may not be tracked or honored.

17. Software Development & Custom Solutions

17.1 Scope-based pricing. Custom software development is priced and scheduled based on a documented Scope of Work (SOW). Any deviation requires a formal change request as per Clause 6.3.

17.2 Milestones. Software projects are typically delivered in milestones (e.g., requirements, design, development, QA, deployment). Each milestone may require Client sign-off before the next phase begins.

17.3 Testing & UAT. The Client must complete user acceptance testing (UAT) within fourteen (14) calendar days of being notified of project completion. Failure to provide feedback within this window shall be treated as automatic acceptance.

17.4 Source code & deliverables. Unless explicitly stated, source code, design files and intellectual property remain the property of Reypub Digital until full payment is received. Upon full settlement, ownership rights are transferred as specified in the agreement.

17.5 Bug-fix window. A standard bug-fix window of thirty (30) days applies to custom software, covering defects in agreed functionality. New features, environmental changes and third-party platform updates are out-of-scope.

17.6 Documentation. Technical and user documentation is provided where contractually included.

18. SaaS, ERP & CRM Subscriptions

18.1 Service nature. SaaS, ERP and CRM products are licensed (not sold) on a subscription basis. The Client receives a non-exclusive, non-transferable right to use the platform during the active subscription period.

18.2 Usage limits. Each plan includes specific limits (users, storage, API calls, transactions). Usage exceeding these limits may incur overage charges.

18.3 Customizations. Custom modules, reports, dashboards or integrations developed for a specific Client may be subject to separate maintenance fees.

18.4 Data export. Upon termination, the Client may request a data export in standard format within thirty (30) days of the end-of-service date. After this period, data may be permanently deleted.

18.5 Uptime. Reypub Digital targets high availability for hosted SaaS solutions; however, no platform can guarantee 100% uptime. Scheduled maintenance, third-party outages and force-majeure events are excluded from any uptime commitment.

18.6 Upgrades. Platform upgrades, security patches and feature releases are rolled out at the Company’s discretion to ensure stability and security.

19. Mobile Application Development

19.1 Platform coverage. Mobile app deliverables are limited to the platforms (iOS, Android, cross-platform) and OS versions specified in the SOW.

19.2 Store submission. Reypub Digital may assist with Apple App Store and Google Play Store submissions; however, final approval rests with each store’s review team. Store rejection, policy changes or removal are outside our control.

19.3 Store accounts. Developer accounts (Apple Developer, Google Play Console) must be owned and paid for by the Client.

19.4 OS updates. Mobile operating systems are upgraded frequently. Compatibility patches for new OS releases are not covered under the original development scope unless an annual maintenance plan is active.

19.5 Third-party SDKs. Mobile apps often depend on third-party SDKs and APIs. Reypub Digital is not liable for any deprecation, breaking change or policy update by these providers.

20. Website Development & UI/UX Design

20.1 Revisions. Each website or design package includes a defined number of revision rounds, as stated in the SOW. Additional revisions are billable.

20.2 Browsers & devices. Websites are tested and supported on the latest two (2) major versions of mainstream browsers (Chrome, Safari, Firefox, Edge) and modern mobile devices. Legacy browsers (e.g., IE11) are out-of-scope unless explicitly agreed.

20.3 Content. The Client is responsible for providing approved text, images, videos and brand guidelines unless content services are explicitly included.

20.4 Stock assets. Stock photos, icons or fonts purchased on the Client’s behalf are licensed to the Client subject to the original vendor’s license terms.

20.5 Post-launch issues. A thirty (30) day post-launch bug-fix window is provided. Beyond this window, issues are addressed under a maintenance plan or hourly engagement.

21. SEO & Digital Marketing Services

21.1 No guarantee of rankings. Search engine rankings, traffic volumes, conversion rates and ad performance depend on multiple external factors (algorithms, competition, market conditions). Reypub Digital does not guarantee specific rankings or revenue outcomes.

21.2 Algorithm changes. Search engines and ad platforms (Google, Bing, Meta, TikTok, LinkedIn, X/Twitter) frequently update algorithms and policies. Such changes are outside our control.

21.3 Ad spend. Advertising budgets paid to third-party ad platforms (Google Ads, Meta Ads, etc.) are separate from Reypub Digital’s management fee and are non-refundable once disbursed.

21.4 Content ownership. Articles, ad creatives and campaign assets produced under a marketing retainer remain the property of Reypub Digital until full payment is received.

21.5 Penalty risk. Reypub Digital follows white-hat practices. If the Client requests or imports unethical SEO tactics (paid links, cloaking, scraping), Reypub Digital is not liable for any resulting penalty or de-indexing.

21.6 Reporting. Performance reports are shared on the cadence stated in the agreement (typically monthly).

22. Hosting, Server & Cloud Infrastructure

22.1 Shared resources. Shared hosting plans include defined CPU, RAM, bandwidth and storage limits. Excessive consumption may require an upgrade to a higher plan.

22.2 Backups. Backups are provided based on the plan. Unless a managed-backup service is explicitly purchased, the Client is responsible for maintaining their own backups.

22.3 Outages. Reypub Digital is not liable for downtime caused by upstream providers, datacenter incidents, DDoS attacks, ISP issues, or scheduled maintenance.

22.4 Resource abuse. Crypto-mining, file storage abuse, mass emailing, brute-force scripts, and similar abuse are strictly prohibited and may result in immediate suspension.

22.5 Migration assistance. Migration to or from Reypub Digital hosting may incur a one-time fee depending on data size and complexity.

22.6 SSL certificates. SSL/TLS certificates may be free (Let’s Encrypt) or paid (commercial CAs). Premium SSL renewal is billed separately.

23. Domain Registration & Renewals

23.1 Registry rules. Domain registrations are governed by the respective registry (ICANN, .ae registry, country-code registries) and may have additional restrictions, documentation and approval timelines.

23.2 Renewal responsibility. The Client is responsible for timely renewal of domains. Reypub Digital may send reminders but is not liable for domain loss due to non-payment or expired payment methods.

23.3 Domain transfers. Outbound transfers require unlock, EPP/authorization codes and may incur a small administrative fee. Domains within their first 60 days of registration cannot be transferred per ICANN rules.

23.4 WHOIS / data accuracy. The Client agrees to maintain accurate WHOIS information as required by registry policy.

23.5 Non-refundable. Domain registration and renewal fees are non-refundable once submitted to the registry.

24. API Integrations & Third-Party Services

24.1 Third-party dependency. Many integrations rely on external APIs (payment gateways, SMS, email, maps, AI, CRM, social, shipping). Service uptime, pricing and policies of these third parties are outside our control.

24.2 API limits. Free tiers or rate-limited APIs may require upgrade to paid plans, which shall be billed to the Client.

24.3 Deprecation. If a third-party provider deprecates or modifies an API, Reypub Digital will quote any required migration work separately.

24.4 Credentials & keys. The Client shall keep all API keys, tokens and credentials confidential and is responsible for any misuse arising from leaked credentials.

24.5 Compliance. Some integrations require Client-side compliance (PCI-DSS for payments, KYC for wallets, GDPR/UAE PDPL for personal data). The Client is responsible for legal compliance with respect to data handled via integrations.

25. AI & Automation Services

25.1 Nature of AI outputs. Artificial intelligence and machine-learning services may produce probabilistic outputs. Reypub Digital does not guarantee 100% accuracy or freedom from hallucinations and recommends human review for critical decisions.

25.2 Model providers. AI features may rely on third-party model providers (OpenAI, Anthropic, Google, Meta, open-source models). Pricing, policies and availability are subject to change by these providers.

25.3 Token / usage costs. AI usage-based costs (tokens, API calls, GPU hours) are billed to the Client based on actual consumption or estimated plan.

25.4 Data & training. The Client is responsible for ensuring that any data provided for training, fine-tuning or inference is owned by them or appropriately licensed.

25.5 Ethical use. AI services may not be used to generate illegal content, deepfakes for harm, disinformation, or content violating UAE law or human rights.

26. Security & Monitoring Services

26.1 Best-effort protection. Reypub Digital implements industry-standard security measures (firewalls, encryption, access controls, WAF, monitoring). However, no system can be guaranteed 100% immune to cyberattacks.

26.2 Client responsibilities. Strong passwords, multi-factor authentication, restricted admin access and timely patching are joint responsibilities; Reypub Digital is not liable for breaches caused by Client-side negligence.

26.3 Incident response. In the event of a security incident, Reypub Digital will act in good faith to investigate, contain and remediate. Forensic services and major restorations may be billable.

26.4 Penetration testing. Penetration testing or vulnerability assessment requires explicit written authorization from Reypub Digital before commencement.

27. Branding & Digital Assets

27.1 Concept ownership. Initial concepts, mockups and design explorations remain the property of Reypub Digital until full payment for the package is received.

27.2 Final files. Upon full payment, the Client receives final brand files (vector logos, color codes, font licenses where applicable, brand guidelines). Working files may be subject to additional charges.

27.3 Font & image licenses. Premium fonts and stock images are licensed to the Client subject to the originating vendor’s terms; Reypub Digital is not a sub-licensor.

27.4 Trademark. Reypub Digital does not warrant uniqueness of logos or names; trademark search and registration are Client responsibilities.

28. Domain & Hosting Liability

Reypub Digital shall NOT be liable for losses, damages or business interruption caused by:

• Domain expiration or auto-renewal failure
• DNS propagation, configuration or routing issues
• Third-party registrar or registry failures
• Hosting provider outages or datacenter incidents
• Cyberattacks, brute-force, DDoS or zero-day exploits
• Malware infections caused by Client-side plugins, scripts or weak passwords
• Data corruption or loss outside of managed-backup coverage
• Force-majeure events (Clause 32)
• Government restrictions, internet shutdowns, regulatory blocks
• Submarine cable cuts, ISP issues and general internet disruptions

The Client remains solely responsible for approving renewals, maintaining active payment methods, and securing access credentials.

29. Intellectual Property Rights

29.1 Reypub Digital IP. All proprietary systems, frameworks, code libraries, internal tools, automation pipelines, design systems, AI models, scripts, training data and back-end architectures developed and owned by Reypub Digital remain the exclusive intellectual property of the Company, regardless of project delivery.

29.2 Client-specific deliverables. Upon full payment, deliverables specifically built for a Client (e.g. the final website design, custom modules, brand logo files) are licensed or transferred to the Client as described in the project agreement.

29.3 Prohibitions. Clients shall not:

• Copy, replicate or recreate Reypub Digital proprietary systems
• Reverse-engineer, decompile or disassemble Reypub software
• Resell proprietary solutions, dashboards or codebases
• Remove copyright notices, hidden tags, or licensing footers
• Redistribute third-party licensed assets unlawfully

29.4 Portfolio rights. Reypub Digital reserves the right to feature anonymized or attributed Client work in its portfolio, marketing materials and case studies, unless the Client requests confidentiality in writing.

30. Confidentiality & Data Protection

30.1 Mutual confidentiality. Both parties agree to maintain strict confidentiality regarding:

• Business information and trade secrets
• Credentials, API keys, access tokens and passwords
• Financial data and pricing structures
• Internal systems, processes and methodologies
• Client records, customer data and analytics
• Technical documentation, architecture diagrams and source code

30.2 Data protection. Reypub Digital adheres to applicable UAE data-protection regulations (including UAE PDPL where applicable) and shall process personal data only as required to deliver contracted services.

30.3 Sub-processors. Reypub Digital may engage trusted sub-processors (e.g., cloud hosting, analytics, email delivery) under appropriate contractual safeguards.

30.4 Retention. The Company may retain operational records for legal, compliance, audit and security purposes for as long as required by law.

30.5 Survival. Confidentiality obligations survive termination of this Agreement.

31. Limitation of Liability

31.1 Excluded damages. To the maximum extent permitted by law, Reypub Digital shall not be liable for:

• Indirect, incidental, special, consequential or punitive damages
• Loss of revenue, profits or anticipated savings
• SEO ranking fluctuations or organic traffic changes
• Decisions, suspensions or policy changes by advertising platforms
• Business interruption or downtime caused by third parties
• Data loss not covered under a managed-backup plan
• Cybersecurity incidents not caused by Reypub negligence
• Delayed profits or missed market opportunities
• Reputation, goodwill or brand-perception damage

31.2 Cap on liability. The total aggregate liability of Reypub Digital for any claim under this Agreement shall not exceed the amount paid by the Client for the specific affected service during the most recent billing cycle (or three months, whichever is lower).

32. Force Majeure

Reypub Digital shall not be held responsible for delays, failures or interruptions in service caused by events beyond its reasonable control, including but not limited to:

• Natural disasters and severe weather
• War, riots, civil disturbances
• Government actions or sanctions
• Power outages and grid failures
• Internet failures, ISP outages
• Third-party vendor outages
• Cyberattacks and DDoS events
• Pandemics and epidemics
• International sanctions or embargoes
• Major infrastructure failures
• Strikes and labor disputes
• Submarine-cable or satellite failures

During a force-majeure event, performance obligations are suspended for the duration of the event. Subscription billing may continue if services remain partially operational.

33. Chargebacks & Payment Disputes

33.1 Breach of agreement. Initiating an unauthorized chargeback, dispute, or reversal against any valid Reypub Digital invoice constitutes a material breach of this Agreement.

33.2 Company rights. In the event of an unauthorized chargeback or fraudulent dispute, Reypub Digital reserves the right to:

• Suspend all active services and accounts immediately
• Recover the disputed amount plus chargeback fees
• Submit legal claims and pursue debt recovery
• Restrict future access to Reypub Digital services
• Report fraudulent activity to payment processors, banks and industry watchlists
• Apply the late-fee and overdue penalty structure (Clauses 8 & 9)

33.3 Right to evidence. Reypub Digital will provide payment processors with full evidence (signed agreements, deliverables, communications) to defend any wrongful dispute.

34. Indemnification

The Client agrees to indemnify, defend and hold harmless Reypub Digital, its directors, employees, officers, contractors and partners from and against any claims, damages, losses, liabilities or expenses (including reasonable legal fees) arising from:

• Violation by the Client of any clause in this Agreement
• Use of services in a manner not permitted under this Agreement
• Content, materials, code, data or assets provided by the Client
• Infringement of any third-party intellectual property, trademarks or copyrights
• Breach of data-protection or privacy laws by the Client
• Misrepresentation, fraud or unlawful conduct by the Client

35. Governing Law & Jurisdiction

35.1 Governing law. This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates, including the laws applicable in the Emirate of Dubai.

35.2 Jurisdiction. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts of Dubai, UAE.

35.3 Amicable resolution. Before initiating legal proceedings, both parties agree to attempt resolution in good faith through written negotiation for a period of fifteen (15) Business Days.

35.4 Arbitration (optional). Where mutually agreed in writing, disputes may be referred to arbitration under DIAC (Dubai International Arbitration Centre) rules, in English.

36. Policy Modifications

36.1 Right to modify. Reypub Digital reserves the right to update, modify, replace or supplement any part of this Agreement at any time, with or without prior notice.

36.2 Notification. Material changes will, where practical, be communicated via email or notice on the Reypub Digital website. Continued use of services after publication constitutes acceptance of the revised terms.

36.3 Latest version controls. The version of this Agreement published on reypub.com/terms-of-use shall always be considered the latest and binding version.

37. Severability & Entire Agreement

37.1 Severability. If any clause, sub-clause or provision of this Agreement is found to be invalid, unenforceable or contrary to law by a court of competent jurisdiction, the remaining clauses shall remain in full force and effect.

37.2 Entire agreement. This document, together with any service-specific quotation, proposal or signed contract, constitutes the entire agreement between the parties and supersedes any prior representations, understandings or communications.

37.3 No waiver. Failure by Reypub Digital to enforce any provision of this Agreement shall not be construed as a waiver of its rights to do so in the future.

37.4 Assignment. The Client may not assign or transfer rights and obligations under this Agreement without prior written consent from Reypub Digital.

38. Notices & Communication

38.1 Official channel. All formal notices, disputes, cancellations and legal correspondence must be sent in writing to support@reypub.com.

38.2 Deemed delivered. Notices sent by email shall be considered delivered on the next Business Day after dispatch.

38.3 Client contact. Notices to the Client shall be sent to the email address on file under the Client’s Client ID. It is the Client’s responsibility to keep this address updated.

38.4 Marketing communications. By engaging with Reypub Digital, the Client agrees to receive service-related and occasional product-update emails. The Client may opt out of marketing communications at any time via the unsubscribe link.

39. Acceptance of Terms

By purchasing, subscribing to, renewing, or using any service provided by Reypub Digital, the Client confirms that they have:

• Read and understood every clause and sub-clause of this Agreement
• Agreed to all payment terms, late fees, penalties and renewal policies
• Accepted the minimum agreement tenure and termination obligations
• Acknowledged the limitations of liability and the indemnification obligations
• Authorized Reypub Digital to act in accordance with this Agreement

Failure to review this Agreement does not exempt the Client from any financial or legal responsibility hereunder.

41. Prohibited & Illegal Use of Services

41.1 Lawful use only. The software, websites, platforms, applications, systems, infrastructure and services provided by Reypub Digital Private Limited (License No. 0342100) are supplied strictly for lawful, legitimate and authorized business purposes only. The Client shall use all such software, websites and services solely in compliance with all applicable local, national and international laws and regulations.

41.2 No prohibited services offered. Reypub Digital Private Limited does not provide, sell, host, develop or knowingly facilitate any software, service, tool or content that is prohibited, restricted or unlawful under applicable law. The Company’s services are intended exclusively for legal use, and any application of them toward prohibited, illegal or restricted purposes is expressly disallowed and falls entirely outside the scope of what the Company offers or authorizes.

41.3 Examples of prohibited use. Without limiting the generality of the above, the Client shall not use any software, website or service provided by Reypub Digital Private Limited to:

• Engage in fraud, money laundering, financing of terrorism, or any financial crime;
• Distribute malware, ransomware, spyware, phishing pages, or conduct hacking or unauthorized access;
• Host, transmit or promote content that is illegal, prohibited, defamatory, obscene, or that infringes the rights of others;
• Facilitate the sale or distribution of narcotics, weapons, counterfeit goods or other prohibited items;
• Violate intellectual-property rights, sanctions, export-control laws or data-protection laws;
• Carry out any activity that is prohibited by the laws of any territory in which the Client, the Company or its branches operate.

42. Immediate Termination & No Liability for Misuse

42.1 Immediate termination. Any illegal use of the software, website or services provided by Reypub Digital Private Limited, if discovered or reasonably suspected, shall result in immediate termination of the relevant services and account, without notice, without refund, and without liability to the Company.

42.2 No responsibility for misuse. Reypub Digital Private Limited is not responsible or liable for any misuse of its software, websites or services by the Client, its personnel, its end-users or any third party. The Client alone bears full and sole responsibility for how the services are used once delivered or made accessible.

42.3 Client indemnity for misuse. The Client shall fully indemnify, defend and hold harmless Reypub Digital Private Limited, its branches, entities, directors, officers, employees and partners from and against any and all claims, fines, penalties, damages, losses, costs and expenses arising from or connected to any illegal, prohibited or unauthorized use of the services.

42.4 Preservation of rights. Termination under this clause is without prejudice to any other right or remedy available to the Company, including recovery of amounts due, legal action, and reporting to the relevant authorities.

43. Cooperation with Law Enforcement

43.1 Full cooperation. Reypub Digital Private Limited will fully cooperate with law enforcement agencies, regulators, courts and other competent authorities in the investigation, prevention and prosecution of any suspected illegal, fraudulent or prohibited activity involving its software, websites or services.

43.2 Disclosure of information. The Company may, to the extent permitted or required by law, disclose Client information, account records, logs, communications and related data to law enforcement or competent authorities pursuant to a lawful request, order, subpoena or investigation, without prior notice to the Client where legally restricted from giving such notice.

43.3 Reporting. The Company reserves the right to report any suspected unlawful conduct to the appropriate authorities and to take all reasonable steps to prevent the continued misuse of its services.

43.4 No waiver of confidentiality misuse. Nothing in the confidentiality provisions of this Agreement (Clause 30) shall prevent the Company from making disclosures that are required by law or requested by a lawful authority.

44. Anti-Money-Laundering & Sanctions Compliance

44.1 Compliance. The Client represents and warrants that it complies with all applicable anti-money-laundering (AML), counter-terrorism-financing (CTF), anti-bribery and economic-sanctions laws, and that funds used to pay the Company are derived from legitimate sources.

44.2 Screening. Reypub Digital Private Limited reserves the right to conduct Know-Your-Customer (KYC), sanctions-screening and due-diligence checks, and to request supporting documentation, before or during the provision of services.

44.3 Restricted parties. The Company shall not provide services to any individual or entity that is subject to applicable sanctions, embargoes or watchlists, and may suspend or terminate services immediately if a Client becomes a restricted party.

45. Client Warranties & Representations

The Client represents, warrants and undertakes that:

• It has full legal capacity, authority and all necessary licenses and permissions to enter into this Agreement and to use the services;
• All information provided to Reypub Digital Private Limited is true, accurate, current and complete;
• It owns, or is duly licensed to use, all content, data, materials, trademarks and assets it provides to the Company;
• Its use of the services will not violate any law, regulation, contract or third-party right;
• It will not use the services for any purpose prohibited under Clause 41 or otherwise unlawful.

Breach of any warranty in this clause constitutes a material breach entitling the Company to suspend or terminate services immediately without refund.

46. No Agency, Partnership or Employment

46.1 Independent relationship. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, franchise or employment relationship between the Client and Reypub Digital Private Limited. The Company acts as an independent service provider.

46.2 No authority to bind. Neither party has the authority to bind, represent or create obligations on behalf of the other, except as expressly provided in a signed written agreement.

47. Reputation, Non-Disparagement & Publicity

47.1 Non-disparagement. The Client shall not make, publish or communicate any false, misleading, defamatory or disparaging statements about Reypub Digital Private Limited, its branches, entities, staff or services. Legitimate, factual and lawful feedback submitted through official channels is not restricted by this clause.

47.2 Publicity. Subject to Clause 29.4, the Company may reference the Client’s name and non-confidential project details for portfolio and marketing purposes unless confidentiality is requested in writing.

47.3 Remedies. Unlawful disparagement causing reputational or financial harm may entitle the Company to seek injunctive relief and damages.

48. Survival & Continuing Obligations

48.1 Surviving clauses. The provisions relating to payment obligations, prohibited and illegal use, immediate termination and misuse, law-enforcement cooperation, intellectual property, confidentiality, limitation of liability, indemnification, governing law and any other clause that by its nature should survive, shall continue in full force and effect after the termination or expiry of this Agreement.

48.2 Continuing liability. Termination of services does not release the Client from any liability, payment obligation or responsibility arising before or as a result of termination.

40. Contact Information

If you have any questions, clarifications or formal communications regarding this Agreement, please reach out to us:

Document version: 3.0  ·  Last updated: August 19, 2026  ·  © Reypub Digital Private Limited (License No. 0342100). All rights reserved.