Marketing contract terms worth reading before you sign

Aug 22
3 min read

Updated: 6 days ago

Introduction

Most disputes with marketing suppliers are not about quality. They are about what was included, who owns what, and how to stop.

All three are decided by a document nobody reads properly at the point when everyone is optimistic. The clauses below are the ones that cost real money when they are wrong.

1. Marketing contract terms should assign ownership explicitly

The single most important section, and frequently absent.

You want it stated that the business owns: the advertising and analytics accounts, the customer and subscriber data, the domain, the website, and the creative work produced — including editable source files.

Watch for language granting you a licence to use work rather than ownership of it. A licence can be limited by medium, duration or territory, and it means you cannot freely reuse what you paid for.

2. Separate ownership from access

A supplier can hold administrator access to accounts you own. That is normal and fine.

What is not fine is the accounts existing inside the supplier's own structure, where your access depends on their goodwill. Ask for the arrangement to be documented: accounts owned by the client, supplier granted administrative access, access removed on termination.

If accounts already exist in their name, the contract should require transfer on completion or termination.

3. Define scope as countable things

Scope disputes are the most common source of friction and the easiest to prevent.

Deliverables should be countable: how many assets, how many campaigns, how many reports, how many meetings, how many revisions. Anything described as "ongoing" or "as required" will be interpreted differently by the two parties within three months.

Include what is explicitly out of scope. That sentence prevents more argument than any amount of detail about what is in.

4. Include a change control clause

Scope will change, and the contract should say how.

A short clause: changes are agreed in writing, with any effect on cost and timing stated before work begins. No verbal variations.

This protects both sides. It stops the client accumulating unbilled requests and stops the supplier delivering surprises with an invoice attached.

5. Read the notice, term and renewal clauses together

These three interact, and the interaction is where people get trapped.

Check: the minimum term, the notice period, whether it renews automatically, and how much notice prevents renewal. A twelve-month term with automatic renewal and ninety days' notice means a decision point that arrives nine months in.

Diary the notice date the day you sign. That is the single most useful administrative action available in this whole subject.

6. Establish what happens on termination

The clause that determines whether the engagement leaves you with anything.

It should require: transfer of account ownership, export of all data, delivery of editable files, and a written handover document describing what is running, why, and what needs attention.

Also settle payment for work in progress and whether any prepaid amounts are refundable. Agreeing this at the start is straightforward; agreeing it during a departure is not.

7. Check confidentiality, data protection and liability

Less exciting and worth a read.

Confidentiality should be mutual. Data protection obligations should be stated if the supplier will handle customer data — including where it is stored and that it is deleted or returned at the end.

On liability, expect a cap. A cap at the value of fees paid is common and reasonable; one set far below that, or an exclusion of liability for their own errors, is worth questioning.

8. Get advice proportional to the value

You do not need a lawyer for a small monthly arrangement. You probably do for a substantial fixed-scope project or anything with a long lock-in.

A useful rule: if the total committed value is more than you could comfortably lose, have someone read it. An hour of advice on a mid-five-figure engagement is inexpensive insurance.

Whatever you do, read it yourself first and ask about anything you do not understand. A supplier who is impatient with questions about their own contract is telling you something about how the engagement will run.

Conclusion

Insist on explicit ownership of accounts, data and work including source files, and keep ownership separate from the access you grant a supplier.

Define scope as countable deliverables with a stated exclusion list, add written change control, read term, notice and renewal together and diary the notice date, require data export and a written handover on termination, check confidentiality, data and liability clauses, and take advice proportional to the sum committed.