What should you check in a digital marketing agency contract?
Start by putting in writing that the ad accounts, analytics data and creative work belong to your brand. Then pin down the scope of work, the fee model, how ad spend is paid, the notice period and the handover steps if you part ways. Rules for handling customer data deserve their own clause too.
Note: this is a practical guide based on our experience on the agency side. It isn't legal advice. Have a lawyer review the contract before you sign.
Most agency disputes don't happen during the work. They happen at the exit. Access to the ad account gets cut, the Pixel history sits in the agency's business account, creative files never arrive. Nearly all of that can be prevented with a handful of clauses written on day one.
Which clauses should every agency contract include?
This is the minimum list we suggest to ecommerce brands:
| Clause | What it covers | What to watch |
|---|---|---|
| Account and data ownership | Google Ads, Meta, GA4, Merchant Center, Pixel | Accounts opened in the brand's name, agency gets access |
| Scope of work | Which channels, which tasks | Exclusions written down too |
| Fee model | Fixed, spend-based, hybrid | How extra work and revisions are billed |
| Ad spend payment | Whose card pays the platforms | Ideally the brand's own payment method |
| Reporting | Frequency, metrics, meetings | Right to raw data access |
| Term and termination | Minimum term, notice period | Handover steps on exit |
| Intellectual property | Creative, copy, video, source files | Usage rights once paid |
| Confidentiality and data | Customer data, lists, reports | Processing rules and deletion |
Treat the table as a reading list, not a template. If a draft from your agency is missing one of these rows, you have a good reason to ask for it.
Who should own the ad accounts and data?
Short answer: you. Google Ads, the Meta ad account, the GA4 property, Merchant Center and the Pixel should all live under your brand's own accounts, with the agency added as a user or partner. Write it into the contract, because account history, conversion data and audience lists are an asset that compounds over the years.
Google's page on access levels says admin access in Google Ads covers adding users, changing access levels and unlinking manager accounts. The same page warns that losing a single admin can mean losing access to tags, and recommends adding a second admin. The practical takeaway: at least one person from your own team should stay an admin on every platform. On Shopify, an agency should get collaborator access limited to the sections it needs, not store ownership.
If the agency proposes opening an ad account inside its own business account, have the contract spell out how the account or its data will be handed over at the end. Changing ownership of an ad account later isn't simple on every platform, so setting it up correctly from the start is the cleanest route.
How should scope of work be written?
The more concrete the scope, the fewer arguments later. A line like "digital marketing services" says nothing. Ask for specifics instead: which platforms are managed, whether creative production is included and in what quantity and format, who owns feed management and tracking setup, who makes landing page changes, how often you meet.
Writing down what is excluded matters as much as what is included. Example: the agency runs your ads, but product photography and site development are out of scope. If that line isn't in the contract, both sides walk into peak season with different expectations.
How should fees and payment terms be set up?
Agencies usually work on a fixed monthly fee, a fee tied to ad spend, or a mix of the two. We cover how to pick between them in our article on how agencies price their work. From a contract point of view, the model matters less than the parts left vague:
- On a spend-based model, which spend data drives the fee, and what happens when budgets jump during a sale period?
- How are out-of-scope work, extra creative and urgent requests billed?
- Is setup work included in the monthly fee or billed separately?
- What are the payment terms and invoicing cycle?
If part of the fee depends on performance, define the metric. Is a "sale" what the ad platform reports, what GA4 reports, or revenue after returns? Leave that open and you will argue about a different number every month.
Should ad spend be paid through the agency?
Ideally not. Paying ad spend from your own card or billing profile lets you see spend directly and settles the ownership question early. If the agency pays the platforms and re-invoices you, the contract should require platform invoices to be shared and explain how any difference is calculated.
What should the term and termination clause say?
Long minimum terms squeeze the brand; no term at all squeezes the agency. Ad accounts need time to learn, tests need time to mean something and a promotion calendar needs time to settle, so a reasonable initial period is a fair ask. The notice period and post-termination handover should still be explicit:
- When agency access will be removed
- In what format creative and source files will be delivered
- Documentation of campaign structure, audience lists and conversion settings
- How live campaigns move over to the new team
Who owns the creative work?
The contract should state usage rights for the images, videos and copy the agency produces. What brands usually want: perpetual use of paid-for work, plus delivery of source files. Check licence terms separately for stock images, licensed music and AI-generated assets; some licences only cover a specific use.
Why do you need data protection clauses?
If the agency uploads your customer lists as audiences or has access to your CRM or order reports, it is processing personal data. In Turkey, Article 12 of the Personal Data Protection Law (KVKK, Law No. 6698) makes the data controller jointly responsible for security measures when someone else processes data on its behalf. Similar rules apply under GDPR if you sell to the EU. So the contract should say why the agency processes the data, where it is stored and how it is deleted when the relationship ends. Get your own legal counsel's view on this part.
Can you trust a contract that guarantees results?
Be careful with contracts that guarantee a specific ROAS, revenue figure or order count. Ad results depend on product, price, stock, site and season, none of which the agency controls. It's healthier to commit the agency to the work itself: which tasks happen how often, the reporting rhythm, a testing calendar and how often targets are reviewed together.
Checklist before you sign
- Are all ad and analytics accounts in your brand's name, with admin access on your side?
- Whose payment method pays the ad spend?
- Does the scope list both included and excluded work, item by item?
- Are the fee model, extra work and any performance bonus metric defined?
- Are the notice period and handover steps written down?
- Are creative usage rights and source file delivery covered?
- Are there rules for processing and deleting customer data?
- Are reporting frequency and your access to raw data guaranteed?
Think of the contract less as a trust document and more as a work plan that turns both sides' expectations into text. Asking about these clauses when you talk to a digital marketing agency also shows you how that agency actually works. At Performetic we treat accounts in the brand's name and a written scope as the starting point; you can read how we build plans on our growth strategy service page. If you'd like us to look at your current setup, request a free growth audit; we share pricing in writing after the audit.
Key takeaways
- Ad accounts, GA4, Merchant Center and the Pixel should be opened in your brand's name, with the agency added as a user or partner.
- The scope clause should list included and excluded work in concrete terms.
- Extra work, setup and any performance bonus metric need clear definitions in the fee section.
- Ad spend is best paid from the brand's own payment method.
- The termination clause should include the notice period and handover steps.
- Creative usage rights and data processing rules belong in writing.
- Commit the agency to work, reporting and testing rather than guaranteed results.