Advertising Agency Services Agreement
The data protection provisions in this document have been reviewed and updated for Brexit. References to data protection legislation have been updated with reference to the UK GDPR.
This Advertising Agency Services Agreement is comprehensive and is suitable for use by any advertising agency whatever the size of the enterprise, and whatever the nature and size of projects etc. that they undertake for clients.
It is designed to be used as a “framework” set of terms governing particular projects, campaigns or tasks which the client from time to time asks the agency to carry out during the period of the Agreement.
These terms are suitable for use by an agency offering “full services” (i.e. creative work, media buying and other tasks). A list of the types of services which the client will require is set out in the Schedule but you will need to select from this list the types of services which you can offer that your client requires in each case, and delete from and add to the list as appropriate.
This template, as a framework document, does not include details of particular advertising agency projects, campaigns or tasks to be carried out by the agency for the client. Each particular project/campaign/task etc. will instead be agreed separately from time to time by means of the agency’s written confirmation of the client’s request for particular services. There can be any number of such requests during the period of the framework agreement. You might wish to have a confirmation of a request in place at the same time that you sign this framework agreement to cover any particular project etc. that you and the client have already agreed on at that date.
Each client request for services should contain not only a description of the particular project etc., but also all other details relating to the project which need to be agreed. We recommend including in each confirmation of a request a statement reminding your client that all requests for services are governed by the terms of the framework agreement which you both signed.
This Agreement is for use where clients are not “consumers” as defined in the Consumer Rights Act 2015. A client will not be a consumer if it is a commercial concern or it is a charity, public body, club, or any other type of organisation which obtains the agency’s services for the purposes of the client’s business/organisation.
This document includes provisions for the protection and processing of personal data. Clause 31.2 and Schedule 2 (and its Annex), as well as covering data protection, also cover any data processing to be carried out. These are optional provisions, and if they are used, alternative clauses within them can be selected as appropriate.
Designed to be as flexible as possible, this Advertising Agency Services Framework Agreement template also contains various other optional and alternative clauses and/or phrases.
Optional or alternative phrases / clauses are enclosed in square brackets. These should be read carefully and selected so that they are compatible with one another. Unused options should be removed from the document.
This Advertising Agency Services Agreement contains the following clauses:
- Definitions and Interpretation
- Agreement of Company to Act as Advertising Agency
- Term of Appointment
- Company Services
- Co-Operation
- Company’s Status
- Other Appointments
- Approvals and Authority
- Changes to Work in Progress
- Remuneration
- Media Space and Time Charges
- Discounts and Rebates
- Materials, Services and Disbursements
- Market Research Services
- Other Services
- Value Added Tax
- Evaluation
- Terms of Payment
- Audit
- Media and Suppliers: Business Terms and Selection
- Copyright
- Ownership and Custody of Material
- Insurance
- Confidential Information
- Warranties and Indemnities
- Limitation of Liability
- Termination
- Survival of Obligations on Termination
- Advertising Standards and Levies
- Mailing Lists, Customer Databases
- Data Protection [and Data Processing]
- Waiver
- Force Majeure
- Non-Solicitation
- Severance
- Assignment
- Third Party Rights
- Entire Agreement
- Notices
- Alternative Dispute Resolution
- Law and Jurisdiction
Schedule [1] - The Services
[Schedule 2 - Data Processing
[Annex to Schedule 2]
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