I Am Starting a Marketing Agency. What Legal Documents Do I Need? 

If you are starting a marketing agency, you should think carefully about which legal documents you will need. Your agency should be equipped to work with clients from the outset. This article will outline which legal documents you should prepare if you are starting a marketing agency, including:

• terms and conditions;
• employment and contractor agreements; and
• website documents.

What Terms and Conditions Do I Need?

Before you engage new clients, you should provide them with your set of terms and conditions. Although some large clients may provide you with their own set of terms and conditions, smaller clients will need you to provide them. Because of this, you should think carefully about what they include. Below are some common clauses to include in your terms and conditions.

Term

You should outline the length of the engagement. For example, this might be an initial term or the duration of a specific campaign.

Agency Obligations

Your agency obligations include details such as: 

• what services will you be providing;
• whether you must obtain consent in writing from the client before posting on social media; and
• any limitations on your liability (for example, if the client chooses a marketing campaign and it performs poorly, you will not want to be held responsible for any disappointing results).

Company Obligations

In some cases, the client may need to provide you with access to account logins for certain databases. You may need to specify: 

• how much control you will have over the account; and
• who will pay for the account. 

Exclusivity

You should agree with each client you work with whether: 

• you will be their exclusive provider of marketing services during the term of your engagement; or 
• they can engage other marketing businesses.

Invoicing and Payment

It is important to clearly outline the procedure for invoicing and when invoices will be due. This will help you to avoid losing track of any unpaid invoices.

IP Rights

Your clients will want to own any intellectual property, or IP, you create. This might include campaign material and advertisements. 

If you will need to use any of your own background designs or templates, you may wish to protect this IP through an IP clause in your terms and conditions. Your client may also need to give you a non-exclusive licence to use any existing material they have in order to perform your services.

Confidentiality

It is very important that you do not disclose any confidential information. Throughout your engagement with a client, you may have access to information regarding the client’s internal revenue. A confidentiality obligation may be mutual, in which case any information your client receives from you during your engagement should be kept confidential as well.

Subcontracting

If you will need to outsource any work, you may wish to subcontract this work without first gaining the consent of the client. In this case, you may have to accept some liability for the work you outsource.  

Audit 

If your invoice depends on how much revenue a certain campaign generates, you may need to use figures calculated by the client. It can be helpful to include a clause in your terms and conditions that allows you to check these calculations yourself. 

Further, if you will need to pay certain costs upfront for the client, you should maintain records of services and materials purchased. The client can also appoint a representative to examine your books.

Termination 

In the event that either you or your client decides to terminate the agreement, it is important to have the process and conditions for doing so clearly set out.

Dispute 

Similarly, if a dispute arises you should have a dispute resolution process clearly outlined. This allows both you and the client to understand how to approach and resolve an issue before it escalates.

Employment Agreement and Contractor Agreement

If you plan to hire employees, you should draft an employment agreement. This document is extremely important for establishing the relationship between you as an employer and your employees. 

If you plan to contract out any work, you should also prepare a contractor agreement to outline the responsibilities and obligations between you and the contractor.

Website Documents

Terms of Use

You should prepare a set of website terms of use. These terms apply to everyone who visits your website, including visitors who do not purchase your services or products. They should include:

• how people can use the website; and 
• any disclaimers relating to the website’s content. 

Privacy Policy

If you are collecting clients’ personal information through your website, you will need to prepare a website privacy policy. A website privacy policy states: 

• how a business will respect the privacy of its website users;
• what information the business will gather from its website users; and 
• how the business will use and secure this information.

Key Takeaways

If you are starting a marketing agency, you should ensure that you have prepared all the legal documents you will need by the time you open for business. This will mean that you are ready to operate and protected as a business. Important documents to prepare include your:

• terms and conditions;
• employment agreements; 
• contractor agreements; 
• website terms of use; and
• privacy policy. 

If you need help setting up your marketing agency or drafting these documents, contact LegalVision’s contract lawyers on 1300 544 755 or fill out the form on this page.