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Drafting General Terms and Conditions for Marketing Agencies

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Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

With marketing services, it must be clear that an agency cannot guarantee revenue, leads, or algorithm results. Good terms and conditions distinguish between effort, campaign management, client input, advertising budget, and expected results

  • For marketing agencies, online marketers, and creative agencies
  • Focus on campaigns, content, ads, accounts, and results
  • IP, revisions, platform rules, payment, and liability regulated
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About us

Our expertise in general terms and conditions for marketing agencies

Our lawyers and in-house counsel assist marketing agencies, online marketers, content agencies, social media agencies, and creative agencies with terms and conditions, service agreements, data processing agreements, and licensing arrangements. We review campaigns, ads, accounts, content, IP, privacy, expected results, payment, and liability.

Custom solutions for your marketing agency

An SEO agency, SEA specialist, social media agency, content agency, lead generator, or full-service agency does not need the same terms and conditions. Therefore, we tailor the terms to your services, channels, tools, clients, and risks.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Experience with marketing, creative services, privacy, and platforms
  • Focus on accounts, content, results, IP, and liability
  • Fixed rates in advance where possible
  • Customization
  • About us
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  • Delivered within 5 working days, express delivery possible

About us

Our expertise in general terms and conditions for marketing agencies

Our lawyers and in-house counsel assist marketing agencies, online marketers, content agencies, social media agencies, and creative agencies with terms and conditions, service agreements, data processing agreements, and licensing arrangements. We review campaigns, ads, accounts, content, IP, privacy, expected results, payment, and liability.

Custom solutions for your marketing agency

An SEO agency, SEA specialist, social media agency, content agency, lead generator, or full-service agency does not need the same terms and conditions. Therefore, we tailor the terms to your services, channels, tools, clients, and risks.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Experience with marketing, creative services, privacy, and platforms
  • Focus on accounts, content, results, IP, and liability
  • Fixed rates in advance where possible

Reviews (21)

Daphne

The direct contact and the absence of hidden costs were the deciding factors. It felt like we had an in-house corporate counsel for the duration of the project. These documents will undoubtedly save us a lot of headaches in the future.

Floris

Clear agreements and a neat delivery. A perfect balance was struck between protecting our company and not deterring customers. Everything was delivered neatly and on time.

Samir

No waiting times or endless menus; we got someone on the line immediately. They thought along with us not only from a legal perspective but also from a practical one. The quality fully met our expectations.

Soukaina

It felt good to be able to hand over the legal concerns immediately. The comments were concrete and immediately usable. It is clear that they have a passion for entrepreneurship.

Yara

We received excellent assistance with our legal questions. The entire process felt like a co-creation rather than a one-sided assignment. A reliable partner who strives for perfection in their documents.

Wouter

They really thought along with our situation. The empathy and understanding of the lawyer made this a very pleasant collaboration. It is clear that they have a passion for entrepreneurship.

Nisrine

We received excellent assistance with our legal questions. The lawyer really took the time to understand our specific SaaS solution before starting to write. The service was professional and personal.

Floor

We had immediate confidence in the team's expertise. They managed to forge an extremely complex joint venture agreement in a short timeframe. The quality fully met our expectations.

Sam

It was nice that potential pitfalls were proactively considered. We exchanged quite a few emails, but the responses remained quick and helpful. The quality fully met our expectations.

Rose

The lawyer's sharp questions immediately got us thinking. They managed to reduce an extremely tough file to manageable proportions. These documents will undoubtedly save us a lot of headaches in the future.

Kees

We really appreciated the transparency regarding the costs upfront. The agreements were properly honored. Our customers respond positively to the clear general terms and conditions.

Judith

The initial meeting confirmed that we had made the right choice. Our questions were answered calmly and clearly. Fantastic value for money for this level of expertise.

Max

We quickly received a clear and competitive quote. The review gave us more certainty before we started using the document. Everything was delivered neatly and on time.

Asmae

The initial meeting confirmed that we had made the right choice. They managed to reduce an extremely tough file to manageable proportions. The end result aligns 100% with our high standards.

Thijs

The review of the document was thorough. The flexibility to add an extra provision at the last minute was highly appreciated. The document was accepted flawlessly by our investors.

Nawal

It was great that we could immediately brainstorm about the best approach. It felt like we had an in-house corporate counsel for the duration of the project. The end result aligns 100% with our high standards.

Nour

The personal touch during the initial meeting was a major plus. Every adjustment we wanted was incorporated seamlessly and legally correctly. Everything was delivered neatly and on time.

Bram

The intake was personal and concrete. They managed to get a stalled negotiation moving again by proposing a smart compromise. These documents will undoubtedly save us a lot of headaches in the future.

Noah

We immediately got the right expert on the line for our specific problem. Reviewing and editing our terms and conditions has significantly improved the quality. A reliable partner that strives for perfection in their documents.

Mehdi

Smooth communication and a clear proposal in the mailbox immediately. The review of our English contract was incredibly detailed and accurate. A reliable partner that strives for perfection in their documents.

Sander

Things moved quickly and the work was carried out meticulously. We found the telephone intake particularly valuable. Our business partners were impressed by the professionalism of the contracts.

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Why MKB Juristen?

Since 2001, we have been active as a no-nonsense legal firm for entrepreneurs. We quickly get to the heart of the matter: with a thorough assessment, clear answers, and a document that works practically.

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What do you get?

You will receive a legal document that is practical and aligns with the agreements you wish to make.

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The founders of MKB Juristen

Our organization consists of several small teams working within various legal fields. Each legal field has its own senior in-house counsel and/or lawyers.

Denian Wielhouwer

Corporate lawyer in corporate law & business expert

Denian Wielhouwer

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Annelore Hendriks

Ilja van Driel

Corporate law attorney, employment law

Ilja van Driel

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Jaime Boogaers
Custom choices

Which choices determine the content?

Before having the terms and conditions drafted, it is advisable to make a few choices. These determine which provisions will be interpreted more strictly or less strictly.

Choice or question Why this matters legally
Do you primarily provide advice or also concrete materials? For designs, texts, and video, a detailed arrangement regarding intellectual property and licenses is more important.
Do you work with regular clients or one-off projects? Ongoing contracts require clear termination and renewal rules, and projects require cancellation and additional work provisions.
Do you purchase media budget or tools on behalf of the client? It must then be established that those costs are passed on and that the customer remains the ultimate client.
Do you focus on business clients or also consumers? Mandatory protection rules apply to consumers, including the grey and black lists, which limit your terms and conditions.
Do you process personal data of customers or their target audience? In that case, agreements regarding processing and possibly a data processing agreement are required in addition to these conditions.
Clauses and provisions

Which elements belong in general terms and conditions for marketing agencies?

The components below form the core of useful terms and conditions for a marketing agency. Exactly which ones you include depends on your services, but these points prevent most disputes.

Provision Relevant to Legal point of attention
Description of the services and quotation Always Determines which activities fall within the scope of the assignment and what qualifies as additional work.
Intellectual property and right of use In creative or content work Arranges whether designs, texts, and campaigns are transferred or licensed, and only after payment.
Media budget and third-party costs In advertising and purchasing Stipulates that advertising budgets, stock material, and tools are at the client's expense.
Payment, advance payment and invoicing Always Regulates installments, advances, and the consequences of late payment, such as interest and collection costs.
Liability and obligation of result Always Makes it clear that you are making an effort but do not guarantee a specific marketing result, and limits the damages to the invoice amount.
Duration, termination and cancellation For ongoing assignments Regulates notice periods and compensation for work already performed or scheduled.
Confidentiality and data processing Often Protects business-sensitive information and refers to the agreements regarding personal data.
Applicable law and disputes Always Determines that Dutch law applies and which court has jurisdiction.
Use in practice

How do you use this document correctly?

General terms and conditions are only effective if they are properly declared applicable and made available to the customer. Adhere to the moments below.

Situation What should you do? Point of attention
Before or with the quotation Expressly declare the terms and conditions applicable and refer to them. Only in this way do the terms and conditions bind the customer to the agreement.
Upon closing the assignment Provide the terms and conditions in advance or send them along. A customer must be given a reasonable opportunity to review the provisions; otherwise, they may be annulled.
In online services Make the terms and conditions digitally accessible and savable in advance. Electronic agreements are subject to a specific method of delivery.
After a change in your services Update the terms and conditions and inform existing customers. Outdated terms and conditions no longer align with your working methods and do not cover new risks.
Common mistakes

Common mistakes

Many marketing agencies use terms and conditions that do not fit their service or that are not legally applicable. These are the mistakes we encounter most often.

Wrong Consequence Better approach
Copying terms and conditions from another agency Provisions do not align with your services and do not cover your risks. Have terms and conditions drafted that align with your own working methods and services.
Failure to regulate intellectual property Lack of clarity regarding who may use and reuse the material. Explicitly stipulate the transfer or license, linked to full payment.
No limitation of liability In the event of disappointing results, you run the risk of high damage claims. Limit liability and stipulate that you have a best-efforts obligation, not an obligation of result.
Do not provide conditions in advance The Customer may have provisions annulled. Include the terms and conditions with the quotation or make them available online before closing.
Do not arrange the media budget as a chargeback You personally bear the client's advertising costs. Stipulate that third-party budgets and costs are to be borne by the client.
Risk profile

What is your situation and what do you pay attention to?

The emphasis in your terms and conditions differs depending on the type of marketing agency. Below, you will see what you should pay most attention to in your situation.

Risk profile Example Focus in the document
Full-service agency You provide strategy, creation, and media buying. Clear definition of the assignment, additional work, and budget allocation.
Content or social agency You create and post content for clients. Intellectual property, usage rights and confidentiality.
Performance or advertising agency You manage based on measurable results and budget. Obligation of effort, no guarantee of result, and clear budget agreements.
Independent marketing consultant You advise and guide without a large team. Limitation of liability and agreements regarding deployment and planning.
Additional documents

When is this document not enough?

General terms and conditions govern the basis of your services, but in some situations, you require additional agreements.

Situation Supplementary document Why
Situation Related document Explanation
You process personal data on behalf of your client Data Processing Agreement Required when you, as a processor, process personal data for the customer.
You share confidential information with a client or partner Confidentiality Agreement Protects strategy, client data, and concepts outside the scope of the assignment.
You work structurally with another agency or specialist Cooperation Agreement Establishes tasks, revenues, and liability between collaborating parties.
Explanation of this document

Drafting General Terms and Conditions for Marketing Agencies, why?

Not every entrepreneur knows exactly what general terms and conditions for marketing agencies are, when you need them, and which risks they must cover. That is why we explain below what this document entails, what you should look out for, and why customized legal solutions are important.

What are the general terms and conditions for a marketing agency?
General Terms and Conditions for a marketing agency are the standard clauses that an advertising agency, digital marketing agency, content marketing agency, SEO agency, social media agency, PR agency, or full-service marketing agency applies to all assignments for its clients. They regulate matters that are not exhaustively listed in the order confirmation: copyright on created campaigns, texts, designs, and content; the licensing structure per purpose of use and medium; liability for disappointing campaign results; the additional work arrangement for supplementary adjustments and extra channels; the intellectual property position on advertising accounts and data; the termination arrangement for long-term retainer agreements; and GDPR obligations when processing client target group data. Marketing agencies operate in a unique liability landscape: they promise results—more revenue, more leads, better visibility—which they cannot actually guarantee because these depend on external factors such as algorithm changes, market conditions, and the client's product itself. Without well-drafted General Terms and Conditions, marketing agencies operate without protection for their creative output and without limiting their liability in the event of disappointing campaign results. Our legal experts draft general terms and conditions for marketing agencies that correctly protect copyright on created content, properly limit liability for campaign results, clearly define ownership of advertising accounts and data, ensure your revenue through additional work arrangements, and safeguard your revenue stability through retainer termination arrangements.
How do you protect the copyright on created campaigns and content?
The copyright to content created by the marketing agency — campaign copy, ad designs, video content, social media posts, website copy, infographics, photoshoots — rests with the creator: the agency. Following the legislative amendment of January 1, 2026, the transfer of copyright requires an explicit written deed. A standard clause in the General Terms and Conditions stating that "all rights transfer upon payment of the invoice" is insufficient. Your General Terms and Conditions must clearly establish the default position: the copyright to the created content remains with the agency unless a transfer has been explicitly agreed upon in writing and compensated. Upon delivery, the client obtains a usage license limited to purpose — the agreed campaign — medium, and duration. Use of the created content outside the agreed campaign — in another market, via other channels, for another product, or by an affiliated company — requires an additional license. A particular point of attention: campaign material created using AI tools has no copyright-protected creator in the Netherlands if the human creative contribution is minimal — the agency cannot claim copyright on AI-generated content that it does not possess. Your Terms and Conditions must address the copyright position regarding AI-generated content separately. Our legal experts draft a copyright clause that aligns with the 2026 legislative amendment and the reality of AI content.
How do you limit liability for campaign results?
Liability for campaign results is the most existential risk for marketing agencies. A client who expects their Google Ads campaign to generate fifty leads per month but receives twenty, a webshop that expects SEO optimization to double its revenue but sees no noticeable increase, a brand that expects its social media campaign to go viral but achieves barely any reach — without a clear limitation of liability, the marketing agency is exposed to claims due to disappointing results. Your Terms and Conditions must explicitly state that the agency inspanningsverplichting has a best-efforts obligation, not a results obligation. The agency commits to professional marketing efforts in accordance with the agreed strategy and current industry best practices. The agency does not guarantee specific results — organic reach, conversion rates, lead volumes, revenue growth — because these depend on factors beyond its control: platform algorithm changes, market conditions, competitive activities, the quality of the client's product or service, and target audience behavior. The agency's liability is limited to demonstrable errors in the execution of the agreed work — not to the failure to achieve expected results. The maximum amount is limited to the contract sum of the past three months or the payout under the professional liability insurance. Our legal experts draft a result-based liability clause that is legally defensible, even with high client expectations.
How do you manage the ownership of advertising accounts and campaign data?
Ad account ownership is one of the most conflict-prone issues for marketing agencies when terminating a client relationship. If the agency has created Google Ads accounts, Meta Ad accounts, LinkedIn campaign accounts, or other ad profiles in the agency's name, the client will not have direct access to those accounts upon termination of the partnership — and consequently, no access to the historical campaign data, accumulated quality scores, and ad history that are essential for marketing continuity. Your Terms and Conditions must explicitly set out account ownership and the transfer procedure. Ad accounts created for the client's campaigns are owned by the client and are created in the client's name or on an agency account with full access for the client. Upon termination of the partnership, the agency transfers all account access and administrator rights to the client within an agreed timeframe. Campaign data — historical performance, audience insights, conversion data — are exported and handed over to the client upon termination. A key point of attention: first-party data collected via the agency's campaigns — website visitors, email addresses, pixel data — is the property of the client and the agency may not use it for other clients. Your Terms and Conditions must clearly define data ownership and comply with the GDPR. Our legal experts draft an account ownership and data transfer clause that protects the client in the event of an agency change.
How do you handle the overtime regulations for additional work?
Scope creep is the most structural cause of revenue loss for marketing agencies. The client requests an extra social media post, an additional ad variant, an extra landing page, an adjustment to the campaign strategy following disappointing results, or an additional report in a different format — and expects all of this to be included in the fixed monthly retainer. Without a clear provision for additional work in your Terms and Conditions, every extra request is free extra work. Your Terms and Conditions must explicitly define the scope of the assignment per retainer or project: the agreed work is limited to what is described in the engagement letter or the service level document. Additional work outside the scope is considered extra work and is invoiced at the agreed hourly or project rate. The procedure: the client submits the request for additional work in writing, the agency provides an indication of the additional costs, and the client gives written approval prior to commencement. Your Terms and Conditions must also include a strategy change clause : if the client wishes a fundamental change of course after agreeing to a campaign strategy — a different target audience segment, a different budget model, a different proposition — this is not an adjustment but a new assignment phase that is quoted separately. Our legal experts draft an additional work arrangement that protects your hourly rate for additional campaign activities.
How do you arrange the termination of retainer agreements?
Marketing agencies typically operate on the basis of monthly retainer agreements— a fixed monthly fee for an agreed-upon package of marketing services. The retainer offers the agency revenue stability and the client predictable costs. However, retainer agreements frequently end abruptly: the client cuts their marketing budget, switches to another agency, or decides to bring marketing in-house. Your Terms and Conditions must govern retainer termination at multiple levels. The minimum minimale looptijda retainer typically has a minimum contract duration of three to six months, considering the investment in onboarding, strategy development, and campaign building that is not recouped by the retainer fee in the first few months. The notice period opzegtermijn the minimum term: one to two months is common for corporate clients. In the event of early tussentijdse beëindiging by the client before the end of the minimum term, the client owes the retainer fee for the remaining months of the minimum term as compensation for lost revenue. Your Terms and Conditions must also transitie­assistentie stipulate transition assistance: upon termination, the agency delivers all campaign materials, account access, and reporting within an agreed timeframe, after payment of all outstanding invoices. Our legal experts draft a retainer termination arrangement that protects your revenue stability and ensures a smooth transition to a successor agency.
How do you integrate GDPR obligations for audience data and advertising platforms?
Marketing agencies systematically process personal data of their clients' target audiences via advertising platforms, email marketing tools, CRM systems, and website analytics. The GDPR requires the client, as the controller, and the marketing agency, as the processor, to enter into a data processing agreement pursuant to Article 28 of the GDPR. Your Terms and Conditions must include the data processing agreement as an integral part or a mandatory appendix. A particular point of attention: the use of Meta Pixel, Google Analytics, and other tracking tools on the client's website processes personal data of website visitors. As the controller, the client is obliged to inform its visitors via a cookie declaration and to request consent for non-essential tracking. The marketing agency providing the tracking implementation bears joint responsibility for correct implementation in accordance with the GDPR. Your Terms and Conditions must explicitly define the division of responsibility for tracking compliance: the agency implements the tracking in accordance with the scope of consent provided by the client; the client is responsible for the cookie declaration and the consent mechanism on its website. Our legal experts fully integrate the GDPR obligations into your marketing agency Terms and Conditions.
How does it work at MKBjuristen?
After a brief intake regarding your service package, client profile, and specific risks, our legal experts draft general terms and conditions for your marketing agency that correctly protect copyright on created content, including the AI ​​content reality; properly limit liability for campaign results; clearly define ownership of advertising accounts and data; ensure your revenue through the additional work arrangement; safeguard revenue stability through the retainer termination arrangement; and correctly integrate GDPR obligations regarding audience data. Do you already have general terms and conditions? If so, we will review them against the 2026 Copyright Act amendment, the account ownership clause, and the data processing agreement.
Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.
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Why not use a standard document?

A standard document often seems like a quick solution, but usually does not fully align with your company, agreements, risks, and way of working. Our legal experts draft documents that fit your situation.

Standard document
SME Lawyers
Not tailored to your business
Tailored to your company, industry, and working methods
No control over your specific situation
Consultation with a lawyer and assessment of your risks
Possibly outdated or incomplete
Verification of current and practical provisions
No personal explanation
Explanation regarding the use of the document

A standard document seems cheap, until it doesn't fit your situation properly. That is why we provide custom legal solutions tailored to your business.

Customization per marketing service

Not every marketing agency faces the same legal risks. Therefore, we do not draft generic terms and conditions, but tailor them to the channel, budget, accounts, content, data, and expected results.

SEO

Focus on ranking expectations, content, technology, backlinks, reporting, and customer input.

SEA & social ads

Attention to budget, accounts, platform rules, disapprovals, conversions, and payment.

Social media management

Attention to content calendar, approval, comments, reputation, and rights.

Content & copywriting

Attention to copyright, claims, sources, revisions, and publication.

Lead generation

Attention to lead quality, follow-up, no-cure-no-pay, privacy, and payment.

Branding & campaigns

Focus on concepts, licensing, buy-out, exclusivity, source files, and portfolio.


General terms and conditions for marketing agencies must make result expectations realistic. Therefore, we look at scope, campaigns, accounts, advertising budget, content, IP, privacy, platform risks, and liability.

Common mistakes in marketing agency terms and conditions

Things often go wrong at marketing agencies because clients expect leads, revenue, or rankings, while these are not fully controllable by the agency.

  • Promising results such as revenue, leads, or rankings too heavily
  • Failure to concretely regulate advertising budgets and media spend
  • Do not record ownership and access to advertising accounts
  • Do not define customer content, claims, and image rights
  • Do not treat revisions, rush work, and extra campaigns as additional work
  • Forgot platform rules, account blocks, and ad disapprovals
  • Failure to regulate intellectual property on concepts and campaigns
  • Do not align privacy, tracking, cookies, and email marketing

Draft general terms and conditions for your marketing agency properly and prevent unnecessary problems in the future. Good terms prevent disputes regarding campaigns, results, budget, accounts, content, payment, and liability.

Are general terms and conditions mandatory for marketing agencies?

No, but they are highly recommended because they formalize agreements regarding campaigns, budget, accounts, content, IP, payment, and liability.

Can a marketing agency guarantee results?

Be careful. Leads, revenue, rankings, and conversions depend on many factors. Therefore, usually stipulate a best-efforts obligation.

Who owns the advertising accounts?

That depends on the agreements. Clearly define ownership, management, access, and transfer.

Do I need a data processing agreement?

Often yes, if you process personal data on behalf of the client, for example for leads, tracking, or email marketing.

Can MKB Juristen review existing terms and conditions for my marketing agency?

Yes. We check scope, retainers, ads, accounts, content, IP, privacy, payment, and liability, among other things.

Contact us

Annelore Hendriks

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SME Lawyers at the Chamber of Commerce Source: Chamber of Commerce 2019
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