Harper James advises businesses on commercial contracts under the laws of England and Wales, including agreements for digital advertising campaigns. A well-drafted contract defines the advertiser’s objectives, the agency or platform’s responsibilities, and the evidence used to assess performance.
The contract should identify the parties, campaign period, channels, target audience, approved creative, geographic market and advertising inventory. It should state whether the supplier is providing media buying, creative production, campaign management, influencer activity, search advertising or access to an advertising platform. Deliverables, approval stages, reporting dates and change-control procedures should be specific enough to prevent disputes about what the fee includes.
Payment terms should explain whether charges are based on a fixed fee, media spend, commission, cost per click, cost per acquisition or another measure. The agreement should address budgets, taxes, third-party platform charges, refunds, unused spend and authority to exceed an agreed limit. Performance metrics should also be defined. Impressions, clicks, conversions and attributed revenue are measured in different ways, so the contract should identify the data source, attribution model, reporting period and treatment of invalid traffic or suspected ad fraud.
Digital advertising must comply with applicable law, platform rules and the UK advertising codes administered by the Advertising Standards Authority. The contract should allocate responsibility for substantiation of claims, disclosures for paid endorsements, age restrictions, regulated products and the review of advertising copy. Where personal data, cookies or similar technologies are used, the parties should record their respective roles under the UK GDPR and the Privacy and Electronic Communications Regulations. Data processing terms, security measures, retention periods, international transfers and assistance with data subject requests may also be required.
Ownership and permitted use of creative assets should be dealt with expressly. This includes copy, photography, video, music, software, trade marks, audience data and campaign reports. The contract should state whether rights transfer to the client or are licensed, when that happens, and whether the supplier may reuse materials. It should also require the party commissioning content to obtain suitable permissions and third-party licences.
Termination provisions should cover missed milestones, non-payment, legal or platform changes, reputational concerns and suspension of an advertising account. The agreement should explain what happens to live campaigns, prepaid media, data and work in progress after termination. Warranties, indemnities and limitations of liability should reflect the main risks, including intellectual property infringement, breach of confidentiality, unlawful processing of data and misleading advertising. Governing law, dispute resolution, audit rights and record-keeping requirements complete the contract framework.