Last updated: 01.08.2026
This Master Service Agreement (“MSA”) sets out the general terms that govern consulting and custom digital marketing engagements between [SEARCHEXE F.Z.E] (“Agency,” “we”) and the client entering into a Statement of Work (“SOW”) with us (“Client”). Where a specific SOW conflicts with this MSA, the SOW controls for that engagement.
5.1 Structure of the Engagement
Each engagement is defined by a signed SOW or written proposal specifying scope, deliverables, timeline, and fees. This MSA governs the general terms applicable across all such engagements unless the SOW states otherwise.
5.2 Fees and Payment
Unless otherwise agreed, fees are invoiced [monthly in advance / per milestone, as specified in the SOW]. Invoices are due within [7] days of issue. Late payments may result in suspension of work until payment is received.
5.3 Term and Termination
Engagements run for the term specified in the SOW. Either party may terminate with [30] days’ written notice for ongoing monthly engagements. Fixed-scope, fixed-price engagements (e.g., audits) are governed by the Refund / Cancellation Policy instead.
5.4 Scope Changes
Any request that materially expands the agreed scope (additional deliverables, markets, platforms, or team members) will be quoted separately and requires written approval before work begins.
5.5 Confidentiality / NDA
Both parties agree to keep confidential all non-public business, technical, and strategic information shared during the engagement. Where a separate signed NDA exists between the parties, its terms take precedence over this section.
5.6 Ownership of Work Product
Client owns final deliverables created specifically under the SOW upon full payment. The agency retains ownership of pre-existing methodologies, tools, templates, and know-how used to produce them.
5.7 Use of Client Name / Case Studies
Agency may reference the Client’s name, logo, and general engagement results (e.g., “X% increase in organic traffic”) in Agency’s portfolio and marketing materials, unless the Client opts out in writing.
5.8 Independent Contractor Status
Agency operates as an independent contractor, not an employee, partner, or joint venturer of Client. Nothing in this MSA creates an employment or agency relationship between the parties.
5.9 Liability
Agency’s total liability under any SOW is limited to the fees paid by Client for the specific engagement giving rise to the claim over the preceding [3] months. Neither party is liable for indirect or consequential damages.
5.10 Governing Law and Disputes
This MSA is governed by the laws of the United Arab Emirates. Disputes will first be addressed through good-faith negotiation; if unresolved within [30] days, either party may pursue [arbitration / courts of the relevant Free Zone], as specified in the SOW.
5.11 Entire Agreement
This MSA, together with any signed SOW and NDA, constitutes the entire agreement between the parties for the engagement it covers.