The biggest mistake in dealing with digital agencies is the perception of the contract as a service procurement. In practice, an agency contract is a multi-layered agreement, which regulates not only the services, but also the deliverables, the rights of ownership on outputs and data, the rights of account and access, and legal and operational duties.
Any unspecified part of the contract may over time lead to budget leakage, delays in delivery, loss of advertising or analytics account and even major legal risks such as breach of data protection and non-compliance of commercial communications. These unknowns are only likely to manifest their real cost when the agencies are changing hands, crisis or when the contract is ends.
In this post, we discuss the key aspects that have to be well-established in dealing with digital agencies, step by step, scope and deliverables to KPIs and reporting, account ownership, intellectual property rights, data protection and compliance of commercial communications. It is not what is right or wrong, but to assist you in establishing a clear, measurable and sustainable agency-client relationship at the start.
1) Is the Type and Scope of the Contract Clear?
Service or “Work/Output”?
The first point to clarify in agency contracts is whether the work performed is a process-oriented service or a tangible output (work) to be delivered. This distinction directly affects the responsibilities and expectations of the parties.
For example:
- Work such as websites, landing pages, logos, designs, and videos proceed on a “done – delivered” basis. These types of works fall under the scope of contracts for work in the code of obligations, and the scope, definition of delivery, and right to revision become much more critical.
- Services such as SEO services, advertising management, and social media management, on the other hand, are generally in the nature of a continuous service contract; here, process, reporting, and performance standards are paramount.
If this distinction is not clearly made in the contract, one party can easily say “I provided a service” while the other says “but there is no output.” Therefore, it should be clearly stated which works are output-based and which are process/service-based.
Write the scope point by point, not in a single paragraph
One of the biggest risks in agency contracts is covering the “Scope” section with a single general paragraph. Instead, the scope should be defined point by point, channel by channel.
Example channel breakdown:
- SEO: technical SEO, content optimization, backlink building (yes/no), monthly reporting
- Advertising: Google Ads / Meta Ads, campaign setup, optimization, budget management
- Social media: content creation, publishing only, community management included?
- Content: copywriting included, how many, what length?
- Web development: how many pages, custom design, ready-made theme?
For each channel, the following distinction must be made:
- Included
- Excluded (e.g., photography, custom illustration, advanced software development, extra landing pages)
This approach eliminates “we thought this was included” arguments from the outset. You can check our digital marketing agency services page to see how to clarify the scope channel by channel.
2) Deliveries and the Definition of “Done”
Deliverables List
In a good agency contract, the answer to the question “what will be done?” is written in a measurable and numerical way. Phrases like “regular content production” or “active campaign management” are not sufficient on their own.
Deliveries should ideally be defined in the following format:
Quantity + criteria + delivery date + revision rights
Examples:
- 4 blog posts per month (min. 800 words, SEO-friendly)
- 6 social media creatives per month
- 2 ad campaign setups + monthly optimization
- 1 performance meeting per month (online)
This clarity aligns both the agency’s work plan and the client’s expectations.
Acceptance Criteria
The phrase “delivered” may not mean the same thing to everyone. Therefore, acceptance criteria should be clearly stated in the contract.
For example:
- Were the files shared?
- Has access to advertising/analytics accounts been granted? Are the installations (GA4, Tag
- Manager, pixel, etc.) actually working? Has it been published, or is it just a draft?
If acceptance criteria are not defined, deliverables will be delayed, revisions will never end, and a constant gray area will be created between the parties. This section is one of the shortest but most critical clauses of the contract.
3) KPIs and Reporting: Action Standard, Not a “PDF”
Target/KPI Definitions
In agency contracts, KPIs are often either not written at all or are glossed over with vague statements such as “performance report will be submitted.” However, a KPI is not just a measurement; it is a compass showing why a particular task is being done.
The following metrics should be clearly defined in the contract if possible:
- Lead / MQL / SQL: Which touchpoint is considered a “lead”? Who makes the distinction
- between MQL and SQL?
- CPL / ROAS: Which cost range is acceptable? Which period average will be used as a basis?
- Organic visibility: Keyword count, impressions, or clicks? Conversion rate: Which page, which action, which measurement tool?
If KPI definitions are unclear, reports become “full of numbers but meaningless.” This inevitably leads to performance disputes.
Report Format Standard
Reporting isn’t just about sending PDFs. A good report generates action. Therefore, the report format should also be defined in the contract.
An effective report standard generally answers these four questions:
- What happened? (data/results)
- Why did it happen? (analysis/insight)
- What will we do? (action plan)
- When will we measure again? (calendar)
Will a dashboard be presented, a monthly report prepared, or will there be a meeting? All of this should be in writing.
4) Budget and Payment Terms
“Agency fee” and “advertising budget” should be written separately.
One of the most common problems is that the agency service fee and the advertising/media budget are listed together. These two amounts must be defined separately in the contract.
Questions to clarify:
- Who owns the advertising budget?
- Who manages the budget?
- What approval mechanism will budget increases be made through?
- Does the agency use the budget from its own account or from the client’s account?
If these details aren’t written down, budget control quickly disappears.
Invoice/Payment Plan + Delay Scenario
A payment plan doesn’t just mean “monthly billing.” A delay scenario must also be included in the contract.
For example:
- If payment is delayed, will campaigns stop or continue?
- How many days after a delay will sanctions be imposed?
- Who will be responsible for ongoing campaigns?
If these points are unclear, even the smallest payment delay can turn into an operational crisis.
5) Account Ownership and Access Permissions
Who should own the accounts?
The biggest crises during agency changes arise from account ownership issues. Therefore, the contract must clearly state who will open all critical accounts.
Those that must be specified individually:
- Google Ads
- Meta Business Manager
- GA4
- Tag Manager
- Search Console
- Domain & hosting
The general rule is simple: Accounts must be under the client’s name, and the agency must operate with admin privileges. The clause should clearly state who will have administrative privileges and within how many days of the contract’s expiration date the handover will take place.
Handover Clause
What happens when a contract ends or is terminated is often not specified. However, the “handover” process is just as critical as the beginning.
The handover clause should include the following elements:
- Campaign structures and settings
- Creative archives
- Keyword lists
- Reports and performance summaries
- Lessons learned and notes
If these items are missing, changing agencies will lead to significant loss of time and information.
6) Copyright and Right to Use Produced Works
Rights to Design/Text/Video/Code
Defining ownership of the works produced by the agency is one of the most frequently overlooked but problematic aspects of the contract.
A clear distinction must be made here:
- Is the right to use being transferred?
- Or is it the transfer of financial rights?
If not clarified, you may encounter surprises later, such as “you cannot use this content elsewhere.” This issue should be clearly stated within the framework of the transfer of financial rights and usage authorization under the Law on Intellectual and Artistic Works (FSEK).
Stock Images/Fonts/Licensed Tools
Stock images, fonts, and licensed tools used in the produced works should also be defined separately.
Important Questions:
- Who owns the license?
- What will happen to the materials used if the agency subscription ends?
- Can the client continue to use these materials after the contract ends?
If these clauses are not written, copyright-related problems may arise even years later.
7) Data Protection: Data Controller – Data Processor Roles and Contract Clauses
Information and Role Definition
In digital agency contracts, data protection is often covered with a single line such as “will be complied with.” However, under applicable data protection laws, the scope of the information obligation, its core elements, and the responsible party are clearly defined and should be explicitly stated in the contract.
The critical question is: Is the agency a data controller or a data processor?
This distinction is determined by whether the agency has the authority to make decisions about the data and whether it receives instructions from the client.
- If the client defines the purpose and method, and the agency only implements: data processor
- If the agency decides how and for what purpose the data will be processed: data controller
If the role is not correctly defined, who is responsible in case of a breach becomes seriously debatable.
Recommended Data Protection Clauses to Include in the Contract
To ensure proper data protection compliance, the following headings should be included in the contract, if possible, as separate annexes or explicit clauses:
- Purpose of personal data processing
- Retention period and destruction method
- Use of sub-processors and consent requirement
- Data breach notification period and method
- Technical and administrative security measures
- International data transfer scenarios
If these headings are not written, compliance effectively depends on the agency’s initiative, creating a serious risk for the client.
8) Commercial Electronic Communication and IYS Compliance (Email / SMS / Call)
Consent management and responsibility
For commercial electronic communications such as email, SMS, and phone calls, explicit recipient consent is a critical requirement. In the agency contract, it must be clearly stated who is responsible for obtaining, managing, and maintaining these consents.
It is important to remember that:
Commercial electronic communications also involve the processing of personal data. Regulatory decisions consistently emphasize that marketing communications and data protection obligations must be evaluated together.
If approval management is left unclear, there is a risk of administrative fines and reputational damage.
What is the agency responsible for?
“Commercial communication management” is not a general term; it must be defined in the contract with operational details.
For example:
- List management and currency
- Segmentation criteria
- Tracking parameters (UTMs) and measurement infrastructure
- Message delivery infrastructure (agency-managed or client-managed?)
If these clauses are not written, the boundaries of responsibility remain in a gray area.
9) Confidentiality, Competition, and Employee/Supplier Clauses
Confidentiality (NDA)
Information shared throughout the agency-client relationship is not limited to creatives. Strategy documents, pricing, client lists, and campaign data also fall under confidentiality.
The contract must clearly state:
- Definition of confidential information
- Confidentiality period
- Sanction in case of breach
Non-solicitation
Provisions preventing the agency from recruiting the client’s employees or clients are frequently used. However, these clauses must be reasonable in terms of duration and scope.
Excessively broad competition clauses may lead to future validity disputes.
Use of Subcontractors
If the agency works with third parties:
- Prior approval requirement
- Personal Data Protection Law compliance
- The agency’s responsibility for quality and security
These issues must be included in the contract.
10) Process Management: Approval Mechanism, Revision Rights, Calendar
How does the calendar affect if approval is delayed?
Approval processes, as well as deliveries, determine the time schedule.
The contract should clearly state how the calendar will shift in case of approval delays.
Otherwise, delays are perceived as a unilateral performance problem.
Number and scope of revisions
Revision rights;
- How many rounds?
- What scope?
- New request or revision?
These questions must be answered clearly. If this distinction is not made, the scope of work will expand uncontrollably.
Crisis Management
In situations such as account closure, ad rejection, or data loss:
- Who intervenes?
- How quickly is the customer informed?
- What is the temporary solution scenario?
If these headings are not written down, chaos will ensue during a crisis.
11) Liability, Indemnification, Limitations
Avoid “Guarantee” Promises
Agency contracts should generally be based on process and performance targets, not results. Phrases like “sales guarantee” and “lead guarantee” are risky and must be clearly defined.
Is the agency promising results or offering a specific standard of work? This difference should be clearly stated in the contract.
Liability Cap + Mutual Indemnification
In cases of risks such as data breaches and third-party rights infringement (copyright, trademark, etc.):
- Who is responsible for which damage?
- What is the limit of indemnification?
Disputes escalate rapidly when these issues are not addressed.
12) Termination, Dispute Resolution, Competent Court
Termination Notice and Transfer Schedule
Termination is not just a “notice period.” The contract should clearly state the timeframe within which accounts, data, and documents will be transferred in the event of termination.
Dispute Resolution Method
In case of a dispute:
- Mediation first? Direct litigation? Which court has jurisdiction?
If these points are unclear, even a small disagreement can escalate into lengthy and costly processes.
To Conclude
Contracting with a digital agency, contract is no longer a formality but the primary level of protection of your budget, data, brand, and legal risks. The lack of defining the scope, definition of delivery, KPIs, account ownership, and responsibility of data tend to create problems not during the project, but when they go off-track.
An agency contract is well prepared not to limit the parties; it aims at aligning the expectations and eliminating possible crisis before they arise. Although the we have a good relationship with the agency, there is no need, approach could be practical in the short term, the approach can prove to be the most costly mistake in the long run.
Check out the points in this article like a checklist to review your text prior to entering into a contract with an agency, when renewing it or switching the agency. It is not about having a perfect contract; it is about having a clear measurable and transferable business relationship. Provided it is clear, performance is self-evident. When there is no clarity, then all becomes a question of opinion.
