What a marketing agency contract in the UAE should say before you sign

You have a proposal and a contract in front of you, and you want to know what a sound agency contract in the UAE should say before you sign it. Below is the order in which I would read it: who is signing, what each fee covers, how VAT is shown, how long you are tied in, and who ends up owning your advertising accounts. Where an official page states a rule I cite it. Where I give my view, I say so.

A disclosure and a limit

This site is published by Web Marketing International FZCO, which sells advertising management. I am a possible supplier to you, so read my views with that in mind, and score me on the same checklist as any other agency. Nothing here ranks agencies.

I am not a lawyer and this is not legal advice. I do not draft clauses and I will not tell you that a clause is lawful or enforceable. What follows is a list of things to find in the document and questions to ask. Take the contract itself to a qualified UAE lawyer before you sign anything that matters to your business.

Who is signing

Start with the names. The contract should name the legal entity that will sign and invoice, and that name should match the licence and the invoices you later receive. It should name your business in the same way. Check the licence through the official channel for the licensing authority concerned. If the invoice name differs from the contract name, ask why before signing.

Fees and set-up charges

I have not found an official UAE source that says what set-up fees, management fees or minimum terms an agency should charge, and I will not guess. This site does not state what agencies charge. What I can give you is a list of what the contract should make plain, so that two quotes can be put side by side:

• Every fee listed separately: any set-up charge, the monthly management fee, and any extras.
• What each fee covers and what it does not, in writing.
• Whether advertising spend is paid directly by you to the platform or passed through the agency.
• Any third-party cost, such as software or creative, shown as its own line.
• How and when fees can change, and how much notice you get.

On the question of who pays the platform, the platforms themselves treat payment as a distinct permission. In Google Ads a Billing level can view and edit billing information, add or edit forms of payment, and make payments, but cannot view or edit campaigns^[5]. That separation means you can keep control of payment while an agency edits campaigns. This site does not cover price levels. For reading a fee line by line, see common mistakes with agency fees, VAT and invoices.

VAT

The Federal Tax Authority describes VAT as a tax on consumption levied at each stage of the supply chain and ultimately borne by the end consumer^[3]. The calculator on its VAT page is set at 5 percent, so check the rate against the invoice and ask your adviser which rate applies to what you are buying.

A supplier charges VAT when it is registered. The Authority states that the mandatory registration threshold is AED 375,000 and the voluntary threshold is AED 187,500, based on taxable supplies and imports over the previous 12 months or expected in the next 30 days^[1]. So a contract should say whether fees are quoted with or without VAT, and the agency’s tax registration number should appear on its invoices.

The Authority’s 2022 guide on tax invoices says an invoice must be issued within 14 calendar days of a taxable supply, and lists what a full tax invoice must show, including the words “tax invoice”, the supplier’s name, address and tax registration number, a description of the services and the VAT amount in dirhams^[2]. That guide is dated 2022, so check the Authority’s current guidance, and take advice on your own position, especially if you are VAT registered and want to recover input tax.

Minimum term and notice

Terms are where agency contracts differ most, and no official source sets a standard. Look for four things in the document, and ask for anything missing:

• The start date and the minimum term, and whether the term renews automatically.
• The notice period to end the contract, who can give it, and in what form.
• What you still owe after notice is given, and whether any set-up fee is refundable.
• What the agency hands over when the contract ends: access, reports and creative.

A long minimum term is not wrong in itself. The question is what you get if the work does not perform and whether you can leave without losing access to your own accounts. The exit steps are in how to review an agency contract before you sign.

Ownership of the accounts

This is the point I would not compromise on. If the campaigns run in an account that the agency owns, your audience data, history and payment arrangements sit in someone else’s hands. The platforms’ own help pages show where control sits.

In Google Ads, the Admin level can give account access, change access levels and cancel invitations, and no other level has those permissions^[5]. Access can be removed from the Access and security page, and Google warns that an account with only one administrator may lose access to its tags if that user becomes unavailable^[6]. In Google Analytics, an Administrator can manage users and assign any role, while an Editor cannot manage users^[7].

In Meta Business Suite, people with full access can manage everything in a business portfolio, including settings, people and assets, and can delete the portfolio^[8]. A partner given full control of an asset cannot share it with another business, because only the organisation that owns the asset can do that^[9]. My view is that your business should own the portfolio, the ad accounts and the analytics property, and the agency should be a partner or user with the access its work needs. The practical set-up is in who should own your ad accounts.

Disputes and advice

A contract usually says how a disagreement is handled. The UAE Government portal notes that the federal arbitration law applies to arbitrations in the UAE unless the parties agree that another law should govern them^[4]. I cannot tell you which law or forum suits your contract. That is a question for your lawyer, and it is worth asking before signing, not after a dispute starts.

When you are ready to compare agencies, enter each one in the agency contract checklist. If a term is unclear, you can ask me about it. I sell advertising management, so treat my answers as a supplier’s and still take legal advice.