Purchase terms for a marketing agency using freelancers

An agency sells its clients work that freelancers produce, and the agency's contract with the client promises things the agency can only deliver if its contract with the freelancer secures them: the rights, the confidentiality, the deadlines and the loyalty. Freelancer terms have to assign the intellectual property, protect client relationships, run briefs and revisions, keep the freelancer independent, and say what the agency expects about AI. I draft those terms for a fixed fee of £995, delivered in five working days.

Who this is for

Marketing, creative, digital and PR agencies in England and Wales engaging freelance designers, copywriters, developers, photographers, strategists and account managers on client projects and retainers. These are business-to-business terms for the agency's side.

What matters in agency-side freelancer terms

Intellectual property assigned to the agency

Under section 11 of the Copyright, Designs and Patents Act 1988 a freelancer owns what they create unless it is assigned in writing signed by the freelancer, which section 90 requires, and an agency that has promised its client ownership cannot deliver it without that assignment. The terms should assign all rights in the deliverables to the agency on creation, with the freelancer waiving moral rights in writing as section 87 requires, delivering source files and working materials, and warranting that the work is original and does not infringe others' rights or use third-party material without a licence the agency can rely on.

Confidentiality, clients and no poaching

Freelancers see client briefs, data and results, and the terms should impose confidentiality that survives the engagement, require client data to be processed only on the agency's instructions as a processor under the UK GDPR and the Data Protection Act 2018, and prohibit the freelancer from soliciting or working directly for the agency's clients they have worked on for a stated period after the engagement, drafted no wider than needed to protect the agency's client relationships so that it is enforceable.

Briefs, deadlines and revisions

The terms should say that work is done to the written brief, that deadlines are the agency's client deadlines and are met, that a stated number of revisions is included with further rounds charged as agreed, and that the agency may reject work that does not meet the brief with the freelancer correcting it at no charge. The freelancer should not contact the client directly unless the agency asks.

Status, substitution and working arrangements

The freelancer is an independent business, and the terms should describe an arrangement that supports that: the freelancer controls how the work is done, may use a substitute of equivalent skill with the agency's consent, provides its own equipment and is responsible for its own tax. Status turns on the facts, and HMRC's Check Employment Status for Tax tool is the reference, so the agency should run the relationship as the terms describe. Where the freelancer works through a company, the off-payroll working rules in Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 are the agency's to consider if it is a medium or large business.

Payment, AI use and liability

Fees are per project or per day as agreed, invoiced on delivery or milestones and paid on the agency's stated terms, with interest under the Late Payment of Commercial Debts (Interest) Act 1998 applying as the terms provide. The terms should say whether and how the freelancer may use AI tools in producing work, require disclosure where they are used, and make the freelancer responsible for the accuracy and originality of the output. The freelancer's liability may be capped at a level the agency accepts, but the IP and confidentiality warranties should sit outside the cap.

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

A freelancer says they own the designs and will not release the source files. Where do we stand?

If the terms assign the rights on creation and require delivery of source files, the designs are the agency's and the files are due. Without a signed assignment, the freelancer's position is stronger than the agency expects, which is why the terms exist.

A freelancer has started working directly for one of our clients. Can we stop it?

If the terms include a restriction on working directly for clients they worked on, for a stated period and no wider than needed, the restriction is enforceable and the freelancer is in breach. Damages are the usual remedy; an injunction is possible but expensive.

Can we require freelancers not to use AI on client work?

The terms can require disclosure, prohibit use for particular clients or purposes, or allow it with the freelancer responsible for the output. Say which, because the agency's contract with the client may promise one of them.

Related guidance and services

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