Terms and conditions for a content agency

A content agency produces words and images in someone else's name, to a brief that changes after the work is done. The terms have to fix the brief and the approval process, promise originality without promising the client's facts are true, limit revisions, tie ownership to payment, and make retainers pay for what they provide. I draft those terms for a fixed fee of £995, delivered in five working days.

Who this is for

Content marketing, editorial and creative content agencies in England and Wales producing articles, guides, newsletters, video and campaign content for business clients on projects and monthly retainers. These are business-to-business terms.

What matters in content agency terms

Briefs, approvals and revisions

The terms should require a written brief for each piece or campaign, set the number of revision rounds included with further rounds charged, and provide that content submitted for approval is approved if the client does not respond within a stated period. Changes to an approved brief are new work. A client who rewrites an approved piece has taken responsibility for the result, and the terms should say so.

Originality and the client's facts

The agency should warrant that the content is its own original work and does not knowingly infringe anyone's rights, and the terms should say that the client is responsible for the accuracy of facts, figures, claims and testimonials it supplies, including any defamation risk under the Defamation Act 2013 in what it says about competitors or individuals, for regulatory compliance of its offers, and for clearing any material it provides. Quotations, images and data from third parties are used under licence or with attribution as the terms describe.

Ownership, portfolio and reuse

Under the Copyright, Designs and Patents Act 1988 the agency owns what it writes until it assigns it. The terms should pass ownership of approved deliverables to the client on payment in full, keep the agency's templates, research and know-how, licence third-party assets on their own terms, and allow the agency to show the work in its portfolio. Where the client wants exclusivity in a sector, the terms should say what it costs.

Retainers, scope and rollover

A retainer should define what it buys each month (pieces, hours or a service level), whether unused capacity rolls over, how additional work is charged, the minimum term and the notice period. Fees are invoiced monthly in advance with interest and fixed compensation on late payment under the Late Payment of Commercial Debts (Interest) Act 1998, and the agency may pause work where invoices are overdue.

Results, liability, data and exit

Traffic, rankings and conversions are not guaranteed; services are performed with reasonable skill and care. Liability should be capped at a figure matching the agency's insurance, with consequential loss excluded, tested for reasonableness under the Unfair Contract Terms Act 1977. Where the agency accesses the client's customer data or analytics it is a processor under the UK GDPR and the Data Protection Act 2018. On exit, paid-for work is handed over in the agreed formats and access to the client's systems is removed.

What it costs

Customer or supplier terms and conditions, £995. One set of terms, customer-facing or supplier-facing, drafted for your business. Five working days.

Review of your existing terms, £495. You already have terms and want them checked and brought up to date. Returned marked up with my amendments and an explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the terms and conditions drafting page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• A full set of bespoke terms drafted for your business, reflecting the legal requirements that apply to your business and sector
• A note in plain English explaining the terms I have drafted for you
• Liability, payment, termination and IP provisions that protect your position and are drafted to withstand scrutiny from the other side
• Guidance on how to incorporate the terms properly
• Your questions and comments answered by email or phone
• One round of amendments to finalise the terms ready for use

What is not included

• Negotiating your terms with individual customers (I am happy to quote for this as an additional service if required)
• Sector-specific regulatory compliance beyond the contract terms themselves
• Website privacy notice and cookie compliance, which I quote separately
• Terms governed by the law of another country
• Tax advice

Questions I am often asked

The client changed the brief after we delivered and wants the rewrite for free. Do we have to?

If the terms say that changes to an approved brief are new work and that revisions beyond the included rounds are charged, the rewrite is chargeable. Keep the brief and the approvals in writing.

A client published our article with a claim they inserted, and a competitor complained. Who is responsible?

The client, if the terms make it responsible for the accuracy of its claims and for any content it changes after approval. The agency's warranty covers its own original work, not the client's edits.

The client stopped using the retainer but did not cancel. Can we invoice?

If the terms set a minimum term and a notice period and say that fees are payable whether or not the capacity is used, the invoices are due. A retainer without a notice period is the dispute you are trying to avoid.

Related guidance and services

• Terms and conditions drafting, £995, the service this page describes
• Contract review, £495
• Terms and conditions for a marketing agency
• Terms and conditions for a freelance copywriter

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.