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We agreed with an ad agency but the contract and invoice are in English, what should I check before signing?

GGizem E***Veteran
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#1

We run a small Dubai-based e-commerce brand selling custom gift products to customers in the region. We're on the verge of closing a deal with a local ad agency for digital marketing and social media management. We agreed on an 8,500 AED monthly management fee plus an ad spend budget of around 15,000 AED per month.

However, the 12-page service agreement and proforma invoice they sent over are entirely in English. My conversational English gets the job done day to day, but the dense legal and technical jargon is intimidating. I feel like certain clauses—especially regarding scope of work, account ownership, early termination penalties, and spend commissions—were left intentionally vague.

The invoice is also unclear about tax line items and how third-party platform spend will be documented. As a business owner, which key clauses in an English agency agreement should I review word for word to avoid headaches down the road?

AAli R***Expert
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Most Helpful#2

Short answer: Before signing, you must clarify clauses governing ad account ownership, intellectual property rights, termination notice periods, and how the ad spend is managed. Ambiguities in foreign legal language can cause you to lose your accounts and data if you ever part ways.

First, look for a clause titled 'Ownership of Work and Ad Accounts'. The agreement must explicitly state that the ad accounts, pixels, collected audience data, and creative assets belong directly to your company as the paying party, not the agency. It should clearly stipulate that your access to these accounts will not be cut off if the contract ends.

The second critical point is the 'Media Spend and Billing' section. It must specify whether the 15,000 AED ad spend will be charged to the agency's card or billed directly to a payment method under your name. Putting the card in your name is by far the most transparent method; otherwise, you can't verify the difference between what the ad platform actually billed and what the agency invoiced you.

Finally, check the 'Termination' and 'Jurisdiction' sections. Agencies often slip in binding 12-month lock-ins and penalty clauses demanding payment for all remaining months upon early exit. Insist on the right to terminate without penalty by giving 30 or 60 days' written notice. Also confirm that the governing law falls under your local free zone or local courts.

KKoray B***MemberCommunity member
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#3

Signing legal agreements without fully understanding them can lead to costly, irreversible loss of rights. Before signing, I strongly advise having an independent legal consultant specializing in local commercial law review the contract, and keeping an official certified translation on file.

OOnatMember
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#4

Definitely run the ad spend through your own company card. Only have the agency invoice you for the 8,500 AED service fee. That way, you make sure they aren't taking a hidden cut from your ad budget and that platform taxes are being paid properly.

EElif T***MemberCommunity member
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#5

Do a search for these three clauses specifically and read them carefully: 1) Is there an 'Auto-renewal' clause—does the contract renew automatically at the end of the term? 2) Are your revision rights limited in the 'Scope of Work' section? 3) Is the 'Indemnification' clause clear on who takes the blame if the agency uses copyrighted material improperly?

YYasemin I***MemberCommunity member
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#6

We rushed into signing a similar contract last year. When we wanted to part ways, it turned out that per the agreement, the agency actually owned the ad account. Two years' worth of pixel data and customer history went down the drain, and we had to start a fresh account from scratch. Make sure you are the primary admin on the account.

ZZehra T***Member
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Doki · Penetration test · 2025

#7

Is the VAT rate on the invoice clearly stated? Inside the UAE, 5% VAT applies, but some agencies issue the main invoice through a free zone entity and pull off convoluted billing claiming tax exemptions. Did you check the tax registration number on the proforma invoice?

ZZafer K***Member
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#8

Agencies usually send a standard boilerplate contract, and if you don't push back, the harshest clauses stick. If they tell you "this is our standard agreement, we can't change it," just walk away. Any serious agency will negotiate the terms.

YYasemin T***New memberCommunity member
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#9

8500 aed a month is no small change definitely make sure the clauses are nailed down then like make them spell out exactly how many creatives they'll produce and how many campaigns they'll launch per month so they don't hit you with extra invoices later claiming it's out of scope.

İİbrahim T***ExpertCommunity member
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#10

I agree with this. Just because everyone does it doesn't mean it's right.

Hasty decisions become decisions you have to fix six months later.

GGamze Y***MemberCommunity member
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#11

i've been dealing with this for a long time and when we decide without measuring, we always end up in the same place.

ÖÖzge A***Member
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#12

We got stuck at the same point for a while. If scope grows either time or budget must grow... There is no third option.

If scope grows, either time or budget must grow. There is no third option.

RRecep T***Member
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Doki · SEO consulting · 2023

#13

i agree.

SSerkan G***MemberCommunity member
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#14

I'd appreciate it if you shared the outcome.

EEmre P***Member
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#15

To get into the details: Every "we'll look at it later" in a meeting means unbilled work.

If I were you, I'd go this route.

YYasinNew member
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#16

My questions are cleared up thanks.

SSena Y***Member
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#17

We need to make a distinction here. Any unwritten clause becomes a point of disagreement later, as both sides remember it differently.

People defend habits, not processes. Resistance comes from there.

FFiliz G***MemberCommunity member
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#18

There's a common mistake people make when doing this. Code without setup documentation isn't yours, even if you have it.

MMehmet U***MemberCommunity member
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#19

Noted, thanks. Everything goes well for the first three months; problems arise in the fourth.

If you have questions, write them; I'll answer as best I can.

CCengizNew member
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#20

I'm in the same situation, that's why I'm asking. The harder it is to reverse a decision, the slower you should make it.

Processes without records never improve because you don't know what to fix. Proven by experience.

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