When to put PPC agencies commercial contracts under legal review

What to take away

How to use this list

This list applies to England. Scotland, Wales and Northern Ireland have their own procedural differences in some areas, so check the jurisdiction named in your contract before relying on any point here.

A trigger appears here if it concerns a statute, a regulator's code or a common contract term that tends to cause trouble in agency relationships.

When the contract touches personal data

The UK GDPR and the Data Protection Act 2018 apply when an agency handles personal data for a client. If the agency acts as a processor, for example by building remarketing lists or uploading customer data, the contract must set out what it may do with the data, how long it keeps it and how it is deleted. A lawful basis must also be recorded. Ask an adviser to check the data processing terms.

This is also the point to read the agency's disclosure policy, because disclosure duties and data duties often overlap in the same clause. Tracking cookies also fall under the Privacy and Electronic Communications Regulations 2003 (PECR), so the contract should say who runs the consent banner.

When results are promised in writing

Performance claims are a commercial risk as well as a legal one. If a contract guarantees a return on ad spend or a cost per acquisition, the wording needs checking. A statement that persuaded you to sign can become a term of the contract, or the basis of a claim under the Misrepresentation Act 1967 if it was false. A qualified adviser should review any guarantee not qualified by budget, seasonality or platform change. Where the promise is repeated in advertising aimed at consumers, it should also be reviewed under the unfair trading rules now in the Digital Markets, Competition and Consumers Act 2024.

For example, a team paying £4,000 a month might be offered a fixed cost per lead. That is a promise, and a promise needs a stated way to measure it and a remedy if it is missed.

When liability is capped or excluded

Agency contracts often cap liability at the fees paid over a set period and exclude indirect loss. The Unfair Contract Terms Act 1977 applies a reasonableness test to many exclusion and limitation clauses in business contracts, but a clause can still be hard to challenge. Send the contract to an adviser if the cap is far below the media spend the agency controls, or if the agency refuses any indemnity for its own errors.

When the agency writes your adverts

The CAP Code, enforced by the Advertising Standards Authority (ASA), applies to the ads the agency publishes for you, and the advertiser is ultimately responsible for them. For claims aimed at consumers, the Digital Markets, Competition and Consumers Act 2024 now sets the unfair commercial practices rules. The Business Protection from Misleading Marketing Regulations 2008 cover misleading advertising aimed at other businesses.

The contract should say who checks claims, who holds the evidence and who pays if an ad is pulled. See PPC advertising rules in England for the wider picture.

When payment terms are loose

Agree payment terms in writing, including whether the agency bills media spend at cost, adds a management fee and passes on platform charges. Late payment between businesses is covered by the Late Payment of Commercial Debts (Interest) Act 1998. Unless the contract sets a substantial remedy, statutory interest runs at 8 per cent over the Bank of England base rate. Ask an adviser if the contract sets different rules or lets the agency pause campaigns for a disputed invoice.

When a dispute has no obvious route

Most agency disagreements are commercial, not regulatory. Keep contemporaneous records and use the contract's dispute clause first. The Competition and Markets Authority takes reports of a competition or market problem, but it does not resolve individual contract disputes. Use it only for wider concerns, after internal escalation has failed.

When fees change mid-term

A mid-term fee increase is a contract variation. English law generally expects a variation to be agreed by both sides, so check whether the original agreement gives the agency a right to change fees and on what notice. If the clause is vague, or the agency relies on a side letter, ask a qualified adviser to check enforceability before you sign an amended schedule.

When exclusivity or non-compete terms appear

Exclusivity clauses in PPC contracts can restrict who else you hire. In English law, restraints of trade must be no wider than needed to protect a legitimate interest to be enforceable. A twelve-month blanket ban on competing agencies is the kind of term that should go to a qualified adviser, especially if it survives termination.

When termination rights are one-sided

Check who can terminate, on what notice, and what happens to accounts and data afterwards. A contract that lets the agency exit in 30 days but binds the client for 12 months is unbalanced. This is a common trigger for review.

When intellectual property ownership is unclear

Campaign structures, ad copy, audiences and account history all carry value. Under the Copyright, Designs and Patents Act 1988 the author is the first owner of copyright, which can be the agency or a freelancer unless the contract says otherwise. If the contract is silent on who owns them at termination, that silence is a risk. Ask a qualified adviser to add an express assignment.

Before and after a review

When to stop and get advice

Any clause that limits your ability to complain, move accounts or reuse your own data should pause the signing process. Individual cases need a qualified adviser, and this article is general guidance only.

Common questions

Does English law always apply to a PPC agency contract?

Not always. The governing law clause decides, but if the client and agency are both in England, English law is the usual default and English courts are the usual forum.

Do I need a lawyer for a small monthly retainer?

Not for every clause, but do get advice if the contract contains a guarantee, a liability cap, an exclusivity term or a data sharing schedule. Those triggers carry the most risk.

Can I complain to a regulator about an agency?

Misleading ads go to the ASA, and data issues go to the Information Commissioner's Office. Service quality complaints are usually a civil matter, so read the contract's dispute clause first.