Lawyer
Expert in international corporate, IT, and crypto law. Has extensive experience in business setup and support in the USA, EU, LATAM, and the Middle East. Specializes in corporate structuring, compliance, KYC/AML, IP, GDPR, as well as regulation of crypto and fintech projects.
Advertising services agreement
An advertising services agreement should separate the agency's work from results that depend on the market, the platform, and the product itself. Prikhodko & Partners develop contracts for digital agencies, advertisers, bloggers, production teams, and marketing consultants. As part of developing an advertising services agreement, we establish the scope, advertising budget, material approval procedure, KPIs, and the allocation of regulatory risks.
A typical conflict looks simple: the customer expects sales, the agency promised "promotion," and the contract does not explain exactly what must be created and launched. The lack of rules regarding advertising accounts, content, budgets, and reporting turns communication into a dispute over impressions.
Key points
- The contract must differentiate between advertising services, the media budget, and payment to third-party platforms.
- The scope needs to be described through specific deliverables and approval deadlines.
- KPIs are not always a guarantee of results and must correspond to the contractor's area of control.
- Rights to creatives, videos, texts, and advertising accounts must be defined separately.
- The advertiser and the contractor must allocate responsibility for the legality of claims and the product.
- Reporting and access to advertising systems reduce the risk of non-transparent budget use.
What is the subject of an advertising contract
The subject may include strategy, media planning, content creation, campaign launches, targeting, SEO, influencer marketing, analytics, or production. Each direction has different results and acceptance criteria.
It is important not to mix the agency's services with expenses for advertising platforms, bloggers, photographers, or contractors. The contract must determine who concludes such deals, who receives the documents, and who bears the risk of tariff changes or account blocking.
Scope, deadlines, and material approval
- list of formats and quantity of materials;
- placement channels and target markets;
- stages of strategy, production, and launch;
- deadlines for providing the brief and materials by the customer;
- number of revision rounds;
- final approval procedure;
- consequences of a delayed response by the customer;
- procedure for additional work and budget changes.
KPIs, guarantees, and limits of liability
Metrics for reach, clicks, leads, or sales can be benchmarks, but not all of them are fully controlled by the contractor. Sales depend on the price, product, website, logistics, and the work of the sales department. Therefore, the contract must distinguish between the obligation to perform agreed actions and the guarantee of a specific commercial result.
If the parties establish a performance fee, it is necessary to describe the analytics source, attribution window, processing of refunds, duplicate leads, and technical errors.
Table: what needs to be established
| Issue | Risk | Contractual solution |
|---|---|---|
| Advertising budget | Funds mix with remuneration | Separate budget and reporting procedure |
| KPIs | Expectations do not match agency control | Define metrics and data source |
| Creatives | Dispute over content rights | IP assignment or license |
| Accounts | Customer loses access after termination | Ownership and handover of accesses |
| Legality of advertising | Regulator or consumer claims | Allocation of guarantees and approval process |
Intellectual property and advertising accounts
It is necessary to determine who owns the concepts, source files, videos, photographs, texts, music, and design. If third-party materials are used, the agency must have the proper permissions or report licensing restrictions.
Advertising accounts, pixels, analytics, audiences, and domains should ideally be created under the customer's control, or the transfer of accesses must be clearly provided for. Otherwise, the business may lose historical data along with the end of the cooperation.
How the contract is developed
- Analysis of services, channels, product, and regulatory restrictions.
- Formation of the scope, KPIs, budget, and approval process.
- Agreement on IP, data protection, and platform operational rules.
- Allocation of responsibility for advertising claims and materials.
- Preparation of annexes: brief, media plan, estimate, report, and act.
Conclusion
An advertising services agreement should make the process, budget, and results measurable without creating unrealistic guarantees. It must also protect the advertiser from losing data and content, and the agency from an unlimited scope and liability for factors beyond its control.
The lawyers at Prikhodko & Partners prepare contracts for agencies and customers, review advertising materials, and help set up documents for international campaigns, influencer marketing, and performance models. Contact us for a consultation to reliably protect your advertising budget and intellectual property!
Calculate the cost of services
1 question
Are you interested in a legal analysis of a concluded advertising services agreement?
2 question
Do you need to develop a contract with a digital agency or marketer?
3 question
Are you ordering or providing marketing (advertising) services?
Can an agency guarantee the number of sales?
Only if the parties consciously accept such a model and have defined all the conditions. In most cases, the agency controls the campaign, but not the entire sales chain.
Who owns the advertising accounts?
This needs to be determined by the contract. It is safer for the customer to have their own accounts and grant the agency access.
Is the advertising budget included in the cost of services?
Not necessarily. It is better to separate the agency’s remuneration and the media budget.
Who is responsible for illegal advertising?
It depends on the roles and the violation. The contract must determine who provides product data, who creates the claims, and who approves the final material.
Is an act of rendered services required?
Yes, or another agreed method of confirmation. The report must correspond to the scope and period of the campaign.
You may also need:
Agreement between natural persons-entrepreneurs on provision of services
Read more
Agreement for the purchase and sale of an apartment (real estate)
Read more
Agreement on creation to order and use of the object of intellectual property rights
Read more
Foreign economic agreement
Read more
Apartment rental agreement between individuals
Read more
Assignment of the right of claim under the credit agreement
Read morecall back
during the day
Telegram
Viber
WhatsApp
Facebook
Instagram