Terms & Conditions

Panoline Marketing Agency · Last updated: 30 July 2026

These Terms and Conditions (“Terms”) govern the provision of marketing, advertising, content, automation and related services (“Services”) by Panoline For Marketing Management L.L.C S.O.C, trading as Panoline, a company licensed in the Emirate of Dubai, United Arab Emirates under trade licence number 1610380, with its registered office at Office 839, Building 2, Bay Square, Business Bay, Dubai, UAE (“Panoline”, “we”, “us”, “our”), to any person or entity engaging those Services (“Client”, “you”, “your”).

By signing a proposal, statement of work, quotation or engagement letter with us, by making payment against an invoice, by booking a consultation or audit through our website, or by otherwise instructing us to begin work, you accept these Terms.

1. Definitions

• “Advertising Assets” means advertising accounts, business manager and ad manager accounts, tracking pixels, conversion APIs, tag manager containers, custom and lookalike audiences, conversion event configurations, and the historical performance data associated with them.
• “AI Tools” means artificial intelligence, machine learning or generative systems used to assist in researching, producing, optimising or analysing Deliverables.
• “Business Day” means a day other than a Saturday, Sunday or an official public holiday in the Emirate of Dubai or the United Arab Emirates.
• “Client Materials” means any brand assets, content, data, trademarks, account access or other material supplied by the Client.
• “Confidential Information” means all non-public information disclosed by one party to the other in connection with the engagement, in any form and whether or not marked as confidential, including commercial, financial, technical, strategic, client, marketing, pricing, personnel and proprietary information, and the contents of any SOW.
• “Deliverables” means any content, creative, copy, design, report, strategy, automation, configuration or other material produced by Panoline for the Client under an SOW.
• “Media Spend” means amounts paid to third-party advertising platforms (including Meta, Google, TikTok, LinkedIn, Snapchat and similar), separate from our fees.
• “SOW” means a statement of work, proposal, quotation or engagement letter describing the scope, fees and timeline of a specific engagement.

2. Scope of Services

2.1 We will provide the Services described in the applicable SOW. Where these Terms conflict with a signed SOW, the SOW prevails for that engagement.

2.2 Any work outside the agreed scope constitutes additional services and will be quoted and approved separately before commencement.

2.3 We may engage subcontractors, freelancers or specialist partners to deliver parts of the Services. We remain responsible for their work.

2.4 Complimentary or pre-engagement work — including diagnostic audits offered before invoicing — is provided on an “as is” basis, creates no ongoing obligation on either party, and does not constitute a binding engagement.

3. Client Responsibilities

3.1 You agree to provide, in a timely manner: brand assets, product information, access to advertising accounts, analytics platforms, websites, domains and any other materials or credentials reasonably required.

3.2 You warrant that all Client Materials are accurate, lawful, and that you hold all necessary rights, licences and consents to permit our use of them. You are solely responsible for the accuracy of claims, pricing, product information and regulatory compliance relating to your business.

3.3 You will nominate a single point of contact authorised to approve work and provide feedback.

3.4 Delays caused by late provision of materials, access or approvals may extend timelines and do not relieve you of payment obligations.

4. Approvals and Revisions

4.1 Deliverables submitted for approval will be deemed accepted if no written feedback is received within five (5) Business Days.

4.2 Each Deliverable includes two (2) rounds of revision within the agreed scope. Further revisions, or changes to a previously approved direction, will be charged at our then-current rates.

4.3 You are responsible for final review and approval of all material before publication.

5. Fees, Invoicing and Payment

5.1 Fees are as stated in the applicable SOW and are quoted in UAE Dirhams (AED) unless otherwise specified.

5.2 All fees are exclusive of Value Added Tax. VAT will be applied at the prevailing UAE rate (currently 5%) where applicable. For Clients established outside the UAE, applicable taxes, withholding taxes or reverse-charge obligations in your jurisdiction — including but not limited to the Kingdom of Saudi Arabia, Kuwait, Bahrain, Qatar and Oman — are your responsibility, and fees are payable to us free and clear of any deduction.

5.3 Unless otherwise agreed, retainer fees are invoiced monthly in advance and project fees per the milestone schedule in the SOW.

5.4 Invoices are payable within fifteen (15) days of the invoice date.

5.5 We reserve the right to charge interest on overdue amounts at twelve percent (12%) per annum, or the maximum rate permitted by applicable UAE law if lower, accruing daily from the due date until payment is received in full, and to recover reasonable costs of collection, including legal and debt recovery fees.

5.6 We may suspend Services, pause campaigns or withhold Deliverables where an invoice remains unpaid for more than fifteen (15) days beyond its due date. We are not liable for any loss arising from such suspension, including loss of campaign performance, learning phase progress, advertising momentum or ranking, and we are under no obligation to restart, rebuild or optimise any campaign following suspension except as separately agreed and paid for.

5.7 Fees paid are non-refundable except where expressly stated in an SOW.

6. Media Spend

6.1 Media Spend is separate from our fees and is your responsibility.

6.2 Wherever practicable, advertising accounts will be held in your name with your own payment method attached. Where we advance Media Spend on your behalf, it is invoiced at cost plus any agreed management fee and is payable in advance.

6.3 You are responsible for all Media Spend incurred, including spend incurred before any instruction to pause takes effect on the relevant platform.

6.4 Where we advance Media Spend on your behalf, our aggregate exposure at any time is limited to the amount stated in the applicable SOW. We are not obliged to advance Media Spend beyond that amount and may pause delivery once it is reached.

6.5 Platform pricing, auction dynamics, delivery and ad approval decisions are controlled by third parties and are outside our control.

7. Performance, Results and Forecasts

7.1 We do not guarantee any specific result. Any projection, benchmark, forecast, case study or historical figure shared by us — including reach, impressions, engagement, rankings, leads, conversions, cost per acquisition, return on ad spend or revenue — is illustrative and based on prior experience. It is not a promise, warranty or contractual commitment.

7.2 Marketing outcomes depend on factors outside our control, including your pricing, product, sales process, market conditions, competitor activity, seasonality, platform algorithm changes and third-party policy decisions.

7.3 Results described in case studies or on our website relate to specific clients, sectors, budgets and time periods, and should not be relied upon as an indication of the results you will achieve.

8. Third-Party Platforms and Compliance

8.1 Delivery of the Services depends on third-party platforms. We are not responsible for their availability, policy changes, account suspensions, ad disapprovals, API changes, data loss or pricing changes.

8.2 You are responsible for ensuring your products, services, claims and advertising comply with all applicable laws and regulations in the territories in which you advertise. This includes, where relevant, UAE advertising and media content regulations, National Media Office requirements, sector-specific approvals (including health, financial services, real estate and food and beverage), and the equivalent regimes in other GCC states.

8.3 We may decline to produce or publish any material we reasonably consider unlawful, misleading, or in breach of platform policy or applicable regulation.

9. Intellectual Property

9.1 You retain all rights in Client Materials.

9.2 Upon full payment of all sums due under the relevant SOW, ownership of the final Deliverables produced specifically for you transfers to you.

9.3 We retain ownership of our pre-existing materials, methodologies, frameworks, templates, tools, internal processes and know-how — including the Creative Mechanics™ framework — together with any general skills, techniques or knowledge acquired during the engagement. Where such materials are embedded in a Deliverable, you receive a non-exclusive, perpetual licence to use them as part of that Deliverable.

9.4 Drafts, concepts, proposals, routes not selected and rejected creative materials remain our exclusive property, and no licence to use them is granted. Working files, raw footage, project source files and editable master files are not included in the Deliverables unless expressly stated in the SOW.

9.5 Licensed third-party assets (stock imagery, fonts, music, software) remain subject to their own licence terms, and ongoing licence costs are your responsibility.

10. Advertising Accounts, Pixels and Data

10.1 Where Advertising Assets are created in your name, under your billing, or within a business manager you control, they remain your property.

10.2 Where Advertising Assets are created within our own business manager, agency account or platform licence for the purpose of delivering the Services, they remain our property. On termination, and subject to payment in full of all sums due, we will at your written request and where the relevant platform permits: (a) transfer, or grant you administrative access to, Advertising Assets created specifically for you; and (b) provide a reasonable export of the associated historical performance data.

10.3 Custom audiences, lookalike audiences, modelled audiences and certain conversion data are held subject to platform terms and may not be transferable or exportable. We are not liable where a platform prohibits, restricts or fails to complete a transfer.

10.4 We will provide reasonable transition assistance for a period of thirty (30) days following termination. Assistance requested beyond that period, or beyond a reasonable level of effort, is chargeable at our then-current rates.

10.5 We are not obliged to retain Advertising Assets, campaign structures or performance data for more than ninety (90) days after termination.

11. Artificial Intelligence and Automated Tools

11.1 We may use AI Tools to assist in researching, drafting, producing, optimising and analysing material in connection with the Services. Deliverables produced with the assistance of AI Tools are subject to human review before submission to you.

11.2 AI Tools may produce output that is inaccurate, incomplete, outdated or similar to publicly available material. We do not warrant that AI-assisted material is original, novel, or free from resemblance to third-party content, unless expressly agreed otherwise in writing in the SOW.

11.3 You remain responsible, in accordance with clauses 3.2, 4.3 and 8.2, for final review, factual accuracy, substantiation of claims and regulatory compliance of all material before publication, whether or not AI Tools were used in its production.

11.4 You will not supply personal data, or confidential information belonging to third parties, for processing by AI Tools without first notifying us in writing.

11.5 Where you require that no AI Tools be used in the production of a Deliverable, this must be stated expressly in the SOW and may affect fees and timelines.

12. Portfolio and Publicity

12.1 We may reference your name, logo and non-confidential outcomes of the engagement in our portfolio, website, case studies, proposals and marketing materials.

12.2 Clause 12.1 does not apply where the applicable SOW expressly states that the engagement is confidential or that publicity is not permitted.

12.3 You may withdraw this permission at any time by written notice to Info@panoline.ae, and we will remove the relevant material from our controlled channels within a reasonable period.

13. Confidentiality

13.1 Each party will keep Confidential Information disclosed by the other confidential and use it only for the purpose of performing or receiving the Services.

13.2 This obligation does not apply to information that is public through no breach, was already lawfully known, is independently developed, or is required to be disclosed by law or a competent authority.

13.3 These obligations survive termination for a period of three (3) years.

14. Data Protection

14.1 In this clause, “controller”, “processor”, “personal data”, “processing”, “data subject” and “personal data breach” bear the meanings given to them in applicable data protection law.

14.2 Each party will comply with applicable data protection law, including UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data and its implementing regulations, and, where applicable to your business, the data protection laws of other GCC states or the EU General Data Protection Regulation.

14.3 Where we process personal data on your behalf, we do so as a processor acting on your documented instructions. You remain the controller and are responsible for the lawful basis of processing, for providing required notices, and for obtaining any necessary consents.

14.4 Details of processing. Unless otherwise specified in the SOW: the subject matter and purpose of processing is the delivery of the Services; the duration is the term of the engagement plus any retention period permitted under clause 14.5(f); the nature of processing includes collection, storage, organisation, analysis, segmentation, transmission to advertising and automation platforms, and deletion; the categories of data subject are your customers, prospects, leads, subscribers and website visitors; and the types of personal data are names, email addresses, telephone numbers, online identifiers, and any further data collected through your campaigns, forms or systems.

14.5 Our obligations as processor. We will: (a) process personal data only on your documented instructions, unless required otherwise by law, in which case we will inform you unless legally prohibited; (b) ensure that personnel authorised to process personal data are bound by appropriate confidentiality obligations; (c) implement and maintain appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction or damage; (d) assist you, at your cost and so far as reasonably practicable, with data subject requests, security obligations, breach notifications and data protection impact assessments; (e) notify you without undue delay, and in any event within seventy-two (72) hours, of becoming aware of a personal data breach affecting personal data processed on your behalf; and (f) on termination, at your election, delete or return personal data processed on your behalf, save where retention is required by applicable law.

14.6 Sub-processors. You give general written authorisation for us to appoint sub-processors, including advertising, hosting, analytics, CRM, email, automation and productivity providers. We will impose data protection obligations on each sub-processor that are materially equivalent to those in this clause, and remain responsible for their performance. We will notify you of any intended addition or replacement of a sub-processor, and you may object on reasonable data protection grounds within ten (10) Business Days. If the parties cannot agree a solution in good faith, either party may terminate the affected part of the Services on written notice.

14.7 Audit. On reasonable written notice, no more than once in any twelve (12) month period, and subject to confidentiality, we will make available to you information reasonably necessary to demonstrate compliance with this clause.

14.8 International transfers. You acknowledge that advertising and technology platforms may process personal data outside the UAE, and that transfers to those platforms occur under their own terms and safeguards.

14.9 Separate data processing agreement. Where an SOW involves large-scale or high-risk processing of personal data, the parties may enter into a separate data processing agreement. Such an agreement is incorporated into these Terms by reference and prevails over this clause 14 to the extent of any conflict.

15. Term and Termination

15.1 Retainer engagements continue until terminated by either party on thirty (30) days’ written notice.

15.2 Project engagements end on completion of the Deliverables set out in the SOW.

15.3 Either party may terminate immediately by written notice if the other commits a material breach that is not remedied within fourteen (14) days of notice, or becomes insolvent or subject to bankruptcy or liquidation proceedings.

15.4 On termination: all fees for work performed and expenses incurred up to the termination date become immediately due; fees for the current retainer period are non-refundable; and we will, on request and subject to payment in full, provide the assistance described in clause 10 in transferring Advertising Assets and account access.

15.5 We may terminate immediately where we reasonably believe continuing would require us to act unlawfully or in breach of professional or platform obligations.

16. Warranties and Disclaimers

16.1 We warrant that the Services will be performed with reasonable skill and care, in a professional manner, and consistent with prevailing standards in the marketing and advertising industry.

16.2 Each party warrants that it has the authority to enter into and perform its obligations under these Terms.

16.3 Subject to clauses 16.1 and 16.2, and to the maximum extent permitted by applicable UAE law, the Services and Deliverables are provided on an “as is” basis and all other warranties, conditions, representations and terms, whether express, implied, statutory or otherwise, are excluded — including any implied warranty or condition as to satisfactory quality, suitability or fitness for a particular purpose, uninterrupted or error-free performance, or the achievement of any commercial, financial or performance outcome.

16.4 Nothing in this clause 16 operates to exclude or limit any warranty, condition or liability that cannot lawfully be excluded or limited under the laws of the United Arab Emirates.

17. Limitation of Liability

17.1 Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, gross negligence, death or personal injury caused by negligence, or any other liability that cannot be excluded or limited under applicable law.

17.2 Subject to clause 17.1, our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of: (a) the total fees paid by you to us under the relevant SOW in the three (3) months immediately preceding the event giving rise to the claim; and (b) where the engagement is a project engagement rather than a retainer, one hundred percent (100%) of the total fees paid by you to us under that SOW.

17.3 For the purpose of clause 17.2, “fees” excludes Media Spend and any third-party costs, licences or disbursements advanced or recharged by us.

17.4 We are not liable for indirect, incidental, special or consequential loss, nor for loss of profit, revenue, anticipated savings, business, goodwill, data, or wasted Media Spend.

17.5 We are not liable for loss arising from platform account suspension, ad disapproval, algorithm change, third-party service failure, or your own or your other suppliers’ acts or omissions.

17.6 You will notify us in writing, with reasonable particulars, of any claim arising out of or in connection with these Terms within thirty (30) days of the date on which you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it. To the maximum extent permitted by applicable law, no proceedings in respect of such a claim may be commenced more than twelve (12) months after that date.

17.7 Clause 17.6 applies only to the extent permitted by the laws of the United Arab Emirates, and does not purport to vary any prescription period that applicable law provides may not be varied by agreement.

18. Indemnity

You will indemnify us against any claim, loss, liability or expense arising from: (a) Client Materials, including any claim of intellectual property infringement; (b) your products, services or business practices; (c) claims or representations you require us to publish; or (d) your breach of applicable law or these Terms.

19. Non-Solicitation

19.1 During the engagement and for twelve (12) months after it ends, you will not directly or indirectly solicit for employment or engagement, or employ or engage, any Panoline employee or contractor who was materially involved in providing the Services (each a “Restricted Person”), without our prior written consent.

19.2 If you employ or engage a Restricted Person in breach of clause 19.1, you will pay us a fee equal to six (6) months of that person’s gross remuneration as at the date their engagement with us ended. The parties agree that this amount represents a genuine and reasonable pre-estimate of the loss we would suffer — reflecting the cost of recruitment, onboarding, training, handover and lost productivity — and is not a penalty.

19.3 Clause 19.1 does not apply where a Restricted Person responds to a bona fide public recruitment advertisement that is not specifically targeted at our personnel.

20. Force Majeure

20.1 Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including natural disaster, epidemic, war, civil unrest, government action, regulatory restriction, telecommunications or internet failure, cyber attack, or failure of a third-party platform (a “Force Majeure Event”).

20.2 The affected party will notify the other without undue delay and use reasonable endeavours to mitigate the effect of the Force Majeure Event.

20.3 A Force Majeure Event does not excuse, suspend, reduce or defer any obligation to pay fees or expenses for Services already performed or Deliverables already provided, or any Media Spend already incurred.

20.4 If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected engagement on written notice, without further liability save for amounts already accrued and due.

21. Survival

Termination or expiry of an engagement does not affect any right, remedy, obligation or liability that has accrued up to the date of termination. The following clauses survive termination or expiry, together with any other provision which by its nature is intended to survive: clause 1 (Definitions); clause 5 (Fees, Invoicing and Payment) in respect of amounts accrued; clause 9 (Intellectual Property); clause 10 (Advertising Accounts, Pixels and Data); clause 13 (Confidentiality), subject to the three (3) year period in clause 13.3; clause 14 (Data Protection); clause 16 (Warranties and Disclaimers); clause 17 (Limitation of Liability); clause 18 (Indemnity); clause 19 (Non-Solicitation); this clause 21 (Survival); clause 22 (General); and clause 23 (Governing Law and Jurisdiction).

22. General

22.1 Independent contractor. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties.

22.2 Assignment. You may not assign or transfer your rights without our prior written consent.

22.3 Entire agreement. These Terms, together with the applicable SOW, constitute the entire agreement between the parties and supersede all prior discussions, proposals and representations.

22.4 Amendments. We may update these Terms from time to time. The version in force at the date of your SOW governs that engagement. Material changes affecting ongoing engagements will be notified in writing.

22.5 Severability. If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, legal and enforceable while preserving as closely as possible the original intention of the parties. If such modification is not possible, the provision shall be deemed severed, and the remaining provisions continue in full force and effect.

22.6 Waiver. No failure or delay in exercising any right under these Terms operates as a waiver of that right, and no single or partial exercise prevents any further exercise.

22.7 No third-party rights. A person who is not a party to these Terms has no right to enforce any of their provisions.

22.8 Notices. Notices must be given in writing to Info@panoline.ae or to the Client’s nominated contact email, and are deemed received on the next Business Day.

22.9 Electronic execution. These Terms and any SOW may be executed, accepted and varied electronically. Electronic signatures, scanned or photographed signatures, acceptance through an electronic signing or contracting platform, and acceptance confirmed by email constitute valid execution and are binding on the parties to the same extent as a handwritten signature, in accordance with UAE Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services.

22.10 Counterparts. An SOW may be executed in any number of counterparts, each of which is an original and all of which together constitute one and the same agreement.

22.11 Language. These Terms are drafted in English. Where a translation is provided and a conflict arises, the English version prevails, save where applicable law requires otherwise.

23. Governing Law and Jurisdiction

23.1 These Terms and any dispute arising out of or in connection with them are governed by the federal laws of the United Arab Emirates and the laws of the Emirate of Dubai.

23.2 The parties submit to the exclusive jurisdiction of the Courts of Dubai.

23.3 The parties will first attempt to resolve any dispute in good faith through discussion between senior representatives for a period of thirty (30) days before commencing proceedings.

23.4 Clause 23.3 does not apply to, and neither party is required to observe any waiting period before pursuing: (a) a claim for payment of invoiced sums that are not the subject of a bona fide dispute notified in writing before the due date; (b) an application for interim, urgent, precautionary or injunctive relief, including attachment; or (c) a claim to protect Confidential Information or intellectual property rights.

24. Contact