Reviewing a media buying or advertising agreement

A media buying agreement decides whether the advertiser knows what its money bought: whether the agency acts as its agent and passes through the media cost, or buys as principal and resells at a margin the advertiser never sees. It also decides where the advertising appears, what can be cancelled, and who answers if an advertisement breaks the rules. I review the agreement from the advertiser's side and return it marked up with a written explanation of the changes and which ones a media agency will accept, for a fixed fee of £495 in three working days.

Who this is for

Advertisers in England and Wales appointing a media agency, a programmatic buying platform, an out-of-home or broadcast sales house, or a trading desk to plan and buy advertising, and want transparency on cost, control of placement and a clear line of responsibility for the content. Both parties are businesses; the advertising itself is regulated for the benefit of the consumers who see it.

What to look for in a media buying agreement

Agent or principal, and what that does to the price

The agreement should say whether the agency buys media as the advertiser's agent, in which case the media owner's price is the advertiser's and the agency earns a disclosed fee, or as principal, in which case the agency buys inventory itself and resells it at an undisclosed margin. The review makes the status express, because an agency acting as agent owes the duties of an agent, including accounting for benefits, while a principal owes only what the contract says. Where the agency negotiates the sale of goods on the advertiser's behalf the Commercial Agents (Council Directive) Regulations 1993 could apply, but media buying is a service and they do not; the duties come from the contract.

Transparency, rebates, incentives and audit

Media owners and platforms pay agencies volume rebates, free inventory and incentives. The review asks for the agency to disclose every rebate, incentive and benefit attributable to the advertiser's spend and to pass it on or credit it, for media to be invoiced at the net cost with the agency's remuneration separate, for the agency to keep records that let an independent auditor reconcile spend to placements, and for an audit right on reasonable notice. Undisclosed benefits accepted to influence where budget goes engage section 7 of the Bribery Act 2010, and the agreement should require adequate procedures on both sides.

Placement, brand safety and viewability

The agreement should set the media plan approval process, the advertiser's right to exclude publishers, categories and adjacencies, brand safety and fraud controls for programmatic buying, viewability and measurement standards, and the reporting the agency delivers. The review asks for make-goods or refunds where advertising runs in excluded environments or is not delivered as planned, and for the agency to use verification tools the advertiser can see.

Cancellation, commitments and the advertiser's money

Media is bought on cancellation terms set by the media owner, and the agency will commit the advertiser's budget in advance. The review checks the cancellation periods for each medium, the advertiser's approval before the agency commits spend, whether the agency is liable to the media owner and the advertiser to the agency, and how unspent budget and credits are returned. It asks for media funds paid in advance to be held for the advertiser's media only and for the Late Payment of Commercial Debts (Interest) Act 1998 to apply to sums due either way, with the agency's own payment terms to media owners not shortened against the advertiser.

The advertisements themselves and who answers for them

The advertiser is responsible for the content of its advertising under the CAP and BCAP Codes, and for compliance with the unfair commercial practices provisions of the Digital Markets, Competition and Consumers Act 2024, including the ban in paragraph 12 of Schedule 20 on paid promotion presented as editorial content without disclosure. Where the agency creates or adapts the advertising, the review asks for warranties that the content complies, does not infringe third-party rights, including registered marks under section 10 of the Trade Marks Act 1994 in comparative advertising, and is not defamatory under the Defamation Act 2013, and for copyright in the creative to be assigned under section 90 of the Copyright, Designs and Patents Act 1988.

Data, targeting and the audience the agency builds

Programmatic and social buying uses the advertiser's customer data for targeting and builds audiences the agency controls. The review checks the roles: the agency as processor of the advertiser's data under Article 28 of the UK GDPR and the Data Protection Act 2018, or as joint controller under Article 26 where it decides how audiences are built, and asks for the audiences, pixels and conversion data to belong to the advertiser and to be handed over on exit, with the agency responsible for using only data for which the advertiser has confirmed a lawful basis.

What it costs

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Complex review, £895. Heavily negotiated or unusually complex documents. Five working days.

Buying online forms the engagement on payment. The scope is what the contract review 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

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

The agency will not tell us what the media cost. Can it do that?

It can if it buys as principal, which is why the review makes the agency's status express. If you want to see the media owner's price and every rebate, the agreement needs to appoint the agency as your agent, require net cost invoicing with a separate fee, and give you an audit right.

Our ad appeared next to content we would never approve. Who is liable?

The agreement decides, and standard media terms leave the risk with the advertiser. The review asks for exclusion lists and brand safety controls the agency must apply, for make-goods or refunds where the exclusions are breached, and for reporting that shows where the advertising ran.

Can we cancel a campaign after we have approved the plan?

Only within the media owners' cancellation periods, which differ by medium and which the agency commits you to. The review asks for those periods to be disclosed before approval, for your approval to be needed before the agency commits your budget, and for unspent funds to be returned rather than credited.

Related guidance and services

• Contract review, £495, the service this page describes
• Data protection agreements and privacy terms, £795
• Reviewing a marketing agency contract before you sign
• Reviewing a sponsorship agreement

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.