Terms and conditions for a marketing agency

A marketing agency is judged on results it does not control, produces work the client assumes it owns, and often works on a retainer that was never defined. The terms have to fix scope, make clear what is promised and what is not, tie ownership of the work to payment, deal with ad spend and third-party costs, and let the agency end the relationship cleanly. I draft those terms for a fixed fee of £995, delivered in five working days.

Who this is for

Marketing, advertising, creative and digital agencies in England and Wales working for business clients on projects, campaigns and monthly retainers. These are business-to-business terms, so the consumer rules do not apply and the document can be a proper commercial contract.

What matters in agency terms

Scope, statements of work and change

The terms should provide a framework under which each project or retainer is defined in a statement of work or proposal: deliverables, timings, fees, and what is excluded. Changes should go through a written change process with the price and timetable adjusted, and the terms should say that anything not in the statement of work is chargeable. A retainer should say what hours or services it buys each month and whether unused time carries over.

Results, approvals and the client's responsibilities

The terms should say that you will perform the services with reasonable skill and care and that no particular result (sales, leads, engagement, rankings) is guaranteed, because platforms, markets and competitors are outside your control. The client is responsible for the accuracy of claims about its products, for compliance of its offers with the unfair commercial practices rules in Part 4 of the Digital Markets, Competition and Consumers Act 2024 and, for email and text campaigns, the Privacy and Electronic Communications (EC Directive) Regulations 2003, for approving work before it goes live, and for providing materials and access on time; delays by the client extend your timetable.

Intellectual property and licences

Under the Copyright, Designs and Patents Act 1988 the agency owns what it creates unless it assigns it. The terms should say that ownership of the final deliverables passes to the client on payment in full, that the agency keeps its pre-existing materials, tools and know-how and grants a licence to use them as part of the deliverables, that third-party assets (stock images, fonts, music) are licensed on their own terms, and that the agency may show the work in its portfolio.

Fees, ad spend and third-party costs

The terms should state how fees are invoiced (in advance for retainers, by milestone for projects), that advertising spend and third-party costs are either paid by the client directly or passed on with a stated handling charge, and that interest and fixed compensation apply to late payment under the Late Payment of Commercial Debts (Interest) Act 1998. The right to suspend work for non-payment is worth more than the interest.

Liability, confidentiality, data and exit

Liability should be capped at a figure that matches your insurance, with consequential loss excluded and the cap tested for reasonableness under the Unfair Contract Terms Act 1977. Where you process the client's customer data you are a processor under the UK GDPR and the Data Protection Act 2018 and the terms need the mandatory processor provisions. Confidentiality and non-solicitation of staff should run both ways. Termination should be on notice for retainers, immediate for non-payment or breach, with a handover of accounts, assets and passwords on exit and payment for work done.

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 refuses to pay because the campaign did not deliver the leads they expected. Where do I stand?

If the terms say that results are not guaranteed and that fees are for the services performed with reasonable skill and care, the fees are due. A statement of work that describes activities rather than outcomes is what protects you.

Who owns the brand identity we designed if the client never pays the final invoice?

If the terms transfer ownership only on payment in full, the agency does until then, and the client's use of it is unlicensed. That is the purpose of the clause.

Can I stop work when invoices are overdue?

The terms should give you the right to suspend the services on notice where an invoice is overdue, and to charge for remobilising. Without it, stopping work may itself be a breach.

Related guidance and services

• Terms and conditions drafting, £995, the service this page describes
• Contract review, £495
• Terms and conditions for an SEO agency
• Terms and conditions for a social media agency

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.