Contracts
What to negotiate before you sign
Agency roundups compare people and never compare terms. But the clause that decides whether a bad engagement costs you a quarter or a year is not the fee – it is who owns the account when you leave.
- Our notice period
- 30 days
- Our minimum term
- None
- Who owns your accounts
- You
- Media markup
- None
The clause that costs the most
Ad accounts, analytics properties, tag containers and attribution dashboards should be in your name, with the agency added as a user. It sounds procedural. It is the most expensive line in the document.
Here is why. Automated bidding learns from the conversion history attached to the account. Years of it, in the good case. If the agency created the account inside its own manager account, that account belongs to the agency, and leaving means starting a new one from zero. You do not lose “some data”; you lose the input that makes the bidding work, and you spend the next two to three months paying to relearn what the old account already knew.
The same applies, in descending order of pain, to the Meta pixel and its event history, the GA4 property, the Google Tag Manager container, and the contract with your attribution provider. A pixel sitting inside an agency’s Business Manager is the worst of these, because the custom audiences built on it cannot be exported.
| Asset | Who should hold it | Cost of getting it wrong |
|---|---|---|
| Google Ads account | You, agency granted access from their manager account | Conversion history lost; bid strategies restart learning |
| Meta Business Manager and pixel | You, agency added as a partner | Event history and custom audiences cannot be moved |
| GA4 property | You, agency as admin user | Historical reporting gone; no before-and-after possible |
| Google Tag Manager container | You, agency as user | Every tag rebuilt, and something always breaks |
| MMP / attribution contract | Signed by you | Raw install and event data stays with the agency |
| Landing pages and domains | Your hosting, your registrar | Pages go dark on the day the relationship ends |
| Creative and ad copy | Assigned to you on payment | Winning ads cannot legally be reused |
Source: Ordered by how often we have had to explain it to someone inheriting an account.
One sentence covers most of it: all advertising accounts, measurement properties and campaign assets are the property of the client, and the agency’s access is revocable at any time. If an agency resists that sentence, the reason is worth hearing before you go further.
01
Six more worth reading properly
In the order they tend to matter, rather than the order they appear in a contract.
Notice period and minimum term
Thirty days rolling is normal and is roughly the floor at which an orderly handover is possible. Ninety days and six-month minimums are retention devices. Ask one follow-up question that people forget: during the notice period, is the account still actively managed, or does it coast? Get the answer in the contract, because a month of coasting is a month of budget.
The fee model, converted to one comparable number
Flat fees, percentages of spend, hybrids and tiered schedules cannot be compared as written. Convert every quote to an effective percentage of your actual spend and compare those. The fee calculator does the arithmetic, and what PPC management costs has market rates to compare against.
Be aware of what each model pays the agency to do. A percentage of spend rewards spending more, which is fine while growth is the goal and awkward the month you should be cutting. A flat fee rewards efficiency and becomes a large share of a small budget – we work that out against our own rate on when not to hire a PPC agency.
Media markup and platform rebates
Two separate questions, both worth asking in writing. Does the agency buy media in its own name and invoice you at a marked-up rate? And does it receive any rebate, incentive or reseller margin from a platform based on your spend?
Neither is automatically improper, but both change what the agency is optimising for, and neither is usually volunteered. The cleanest arrangement is the dull one: your budget goes to the platforms on your own payment method, and the agency invoices only its fee.
Creative, copy and what you keep
Ad copy, creative concepts and the briefs behind them are work product. Unless the agreement assigns them to you, your right to keep running your best-performing ads after termination is at best unclear. One sentence assigning campaign assets to you on payment settles it. Ask separately about raw files, not just the exported ad.
Performance guarantees
A guaranteed CPA or ROAS is a warning rather than a display of confidence. The guarantee is only safe for the agency if the target is easy, and the reliable way to hit an easy target is to lean on branded search and remarketing – traffic that was going to convert without help. If a guarantee is on the table, pin down how it is measured, on which attribution model, and whether branded traffic counts.
Auto-renewal and price changes
Check whether the term renews automatically, how much notice is required to stop it, and whether the fee can rise on renewal without agreement. These three together are how a rolling monthly arrangement quietly becomes an annual one.
02
A first ninety days you can write down
Vague scopes produce arguments in month four. These are criteria both sides can check against.
Put something like this in the statement of work. It is not adversarial; it gives the agency a definition of done, which most of them would rather have.
- Day 30. Every conversion action documented: what it represents, primary or secondary, and how its count compares with your own database for the same period. Any discrepancy above about ten percent named and explained. Account access confirmed in your name.
- Day 60. Structure rebuilt and out of the learning phase. A written account of what changed and why. Reporting that ties spend to revenue rather than to platform-reported conversions.
- Day 90. A like-for-like comparison against the ninety days before the engagement, stated on the same attribution basis, with branded and non-branded separated. Not a claim – a table.
If month three produces no such table, that is information in itself, and it is better to have it at day 90 than at month nine.
The exit checklist
Worth keeping even when the relationship is good, because handovers are when things get lost.
- Confirm, in writing, that every account is in your name before notice is given.
- Export everything before access changes: reporting, creative files, keyword and audience lists, conversion value schemas, tag documentation.
- Ask for the container and pixel documentation, not just the logins. A GTM container with forty undocumented tags is a liability, not an asset.
- Remove the agency’s users after the export, not before, and check for lingering access on the platform side as well as the analytics side.
- Leave the campaigns running through the transition. A dark week costs more than the overlap.
Our own answers, in full
A page about contracts that will not state its author’s terms is worth nothing. These are published on pricing and how we work as well, and they are the terms we sign.
| Clause | Our position |
|---|---|
| Account ownership | Yours, always. Ad accounts, analytics, tag containers and MMP dashboards in your name, us added as users |
| Minimum term | None. Rolling monthly |
| Notice period | 30 days |
| Minimum ad budget | None |
| Media markup | None. Your budget goes to the platforms on your own payment method |
| Platform rebates | We take none |
| Fee model | Flat from $2,500 a month, converting to 10–15% of spend above $25,000 |
| Performance guarantees | We do not offer them, for the reason given above |
| Creative | We write copy and briefs; production is quoted separately or done by your team |
Source: Also published at /pricing and /how-we-work. If any of this changes, it changes there first.
Questions people actually ask
- Who should own the Google Ads account?
- You, in every case. The account should sit in your own Google Ads account or your own manager account, with the agency granted access from theirs. If the agency creates the account inside its manager account, that account is theirs and leaving means starting again with no conversion history – which is the input Smart Bidding runs on.
- What happens to Smart Bidding if I change agency?
- Nothing, provided the account itself does not change. Bid strategies learn from the conversion history attached to the account, not from the agency. That is exactly why account ownership is worth arguing about before you sign rather than after.
- Is a 30-day notice period normal?
- Yes, and it is roughly the floor at which an orderly handover is possible. Ninety days and six-month minimum terms are retention devices: an agency that needs a lock-in to keep you is telling you something about months four through six.
- Should I accept a guaranteed CPA or ROAS?
- Treat it as a warning rather than confidence. A guarantee is only safe for the agency if the target is easy, which usually means it gets met by harvesting branded search and remarketing – traffic that would have converted anyway. Ask how the guaranteed number will be measured, on which attribution setting, and whether branded search counts towards it.
- Do agencies get paid by the ad platforms?
- Some do, through reseller arrangements or partner incentives tied to spend. It is not necessarily improper, but it is a conflict you should know about, because it pays the agency to spend more rather than better. Ask the question in writing and keep the answer.
- Can I keep running the ads after we part ways?
- Only if the contract says so. Copy, creative and the briefs behind them are work product, and unless the agreement assigns them to you, the position is at best unclear. Put one sentence in the contract assigning all campaign assets to you on payment, and the question never arises.
- Is this legal advice?
- No. It is what we have learned from inheriting accounts, and from the handovers that went badly. A commercial agreement should be read by someone qualified in your jurisdiction before you sign it.
Bring us the contract you have been sent
If you want a second read on an agreement from somebody else, send it with your audit request and we will tell you which clauses we would push back on. No charge, and no expectation that you hire us.