Insight · Working with agenciesBOFU
Marketing agency contract terms to check before you sign
The short answer
A marketing agency contract should protect three things: what you're paying for, what you own, and how you leave. Most disputes come from vague scope, unclear ownership of accounts and creative, or exit terms nobody read. A short checklist before signing avoids all three.
This is practical guidance, not legal advice. Have contracts reviewed by your own adviser.
1. Scope and deliverables
- Channels covered, and any that are excluded
- Creative volume per month, landing pages and tracking work
- Reports, meetings and response times
- Named roles or seniority of the people working on your account
- How scope changes are requested and priced
2. Fees and money flow
- The fee model — fixed retainer, percentage of spend, hybrid — and how it's calculated
- What's extra: shoots, creator fees, websites, one-time tracking builds
- Whether GST applies to fees and how invoices are raised
- Payment terms and late-payment terms
- Ad spend billed by the platforms directly to you, or, if the agency pays, full pass-through with no hidden markup
- How any performance-linked fee is measured — the metric, the data source and the baseline
Platforms also charge GST on ad spend in India; see our pricing page for how costs are usually structured.
3. Ownership
- Ad accounts, Business Portfolio, pixels and datasets owned by you
- Analytics, tag manager, Search Console and Merchant Center owned by you
- Paid-for creative, copy, landing pages and reports owned by you (or licensed to you indefinitely)
- Usage rights for creator content stated separately, with durations
- Audiences, customer lists and first-party data remain yours
4. Data protection and confidentiality
- The agency processes personal data only for your purposes and on your instructions
- Security measures, breach notification to you without delay, and deletion at the end of the engagement
- Sub-processors (tools and freelancers) disclosed
- Mutual confidentiality, including your numbers and their methods
- Consistency with India's DPDP framework — see the DPDP Rules for marketers
5. Term, notice and exit
- Minimum term — shorter is fairer for a new relationship, ideally with a review point at 60–90 days
- Notice period for either side
- Handover duties: access transfer, files, documentation and a joint handover call
- Final invoices and what happens to in-flight work
- No restriction on you hiring other agencies, beyond reasonable non-solicitation of staff
6. Performance and reporting
- The main KPI — MER, new-customer CAC, cost per qualified lead — and the baseline
- Reporting cadence and format
- What happens if targets are missed for a sustained period — a review, a revised plan, or exit
Mistakes to avoid
- Signing a contract without a scope schedule
- Agency-owned ad accounts or pixels
- Long minimum terms with no review point
- Performance fees without an agreed measurement method
- No clause on deleting your customer data at the end
How performance-linked fees should be defined
If part of the fee depends on results, the contract should state: the metric (for example, new-customer CAC or qualified leads), the data source (your store or CRM, not platform reports), the baseline period, how seasonality is handled, the calculation and payment timing, and what happens if tracking breaks. Vague performance clauses cause more disputes than any other term. See retainer vs performance-based pricing.
Clauses that protect both sides
- Scope change process — written requests and agreed pricing for new work
- Approval timelines — so delays on either side are visible
- Liability limits — reasonable caps, with exclusions for data breaches where appropriate
- Platform policy compliance — both sides responsible for their part (claims, creative, targeting)
- Non-solicitation — limited and time-bound, covering staff rather than your freedom to hire agencies
- Dispute resolution — a clear first step, such as a senior review meeting
A signing checklist
- Scope schedule attached and specific
- Ownership of accounts, data and creative confirmed
- Fees, extras, GST and payment terms clear
- Notice period, minimum term and review point agreed
- Data protection and confidentiality clauses included
- Handover duties written down
Frequently asked questions
What is a fair notice period for a marketing agency?
It varies; around 30 days is common for retainers, sometimes with a longer minimum term at the start. What matters is a clear review point and handover duties.
Should we sign a long-term contract?
For a new relationship, a shorter minimum term with a review at 60–90 days is usually fairer for both sides. Good agencies keep clients with results.
Who owns the creative an agency makes?
Whatever the contract says. Make sure paid-for creative transfers to you or is licensed indefinitely, and check creator usage rights separately.
Is GST charged on agency fees?
Generally, agency services are subject to GST in India. Confirm the rate and invoicing with the agency and your accountant.
What if the agency pays for ads on our behalf?
Insist on full transparency: platform invoices, no undisclosed markup, and accounts in your name. Direct billing is simpler. See what a retainer should include.
Do small businesses need a formal contract?
Yes — even a short one. Scope, ownership, fees and notice in writing protect both sides.
Can we negotiate the agency's standard contract?
Usually. Most agencies accept reasonable changes on ownership, notice and data protection.
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