Most of the pain we see when a business is leaving a marketing agency was written into the marketing agency contract on day one, usually in clauses nobody read.
The ad account sits in the agency's name. The domain was registered by a developer who has since stopped answering emails. The notice period is 90 days and it only runs from the first of the month.
None of that is unusual, and none of it is illegal. Between businesses, UK contract law mostly lets you agree whatever you like. The Unfair Contract Terms Act 1977 only steps in on clauses that exclude liability, and government guidance is blunt about the rest: buyers acting for their business get less protection than consumers, so check the terms before you agree to them.
This article is not legal advice. It is the eight clauses we would read first, what good wording looks like, and the one question to ask about each. Reading the contract well is part of choosing a digital marketing agency in the UK. For anything with real money attached, pay a solicitor for an hour. It costs less than losing an ad account with years of conversion data in it.
1. Term and notice
The first thing to find is how long you are tied in and how you get out. A 12-month minimum term with 90 days' notice means 15 months at best, and longer if the notice has to land on a specific date.
Watch for automatic renewal. Sprintlaw's guidance on auto-renewal in UK business contracts says these clauses are "generally enforceable as long as they're part of the agreed terms and are drafted clearly".
It lists what to check: the notice deadline, how notice has to be given, the length of the renewal term, and whether the price goes up on renewal. A US piece on marketing agency contract terms adds that some contracts require notice by a fixed date each month, which quietly turns 60 days into 90.
Good wording for an SME is an initial term of three to six months, then rolling monthly with 30 days' notice either way. Anything longer should buy you something in return, such as a lower fee or a fixed price.
The question to ask: "If I send notice on the 15th of a month, what is the last day I pay for?"
2. Who owns the Google Ads account and Meta Business Manager
The ad accounts should be created inside your business, with your company as owner and the agency added as a partner or manager. If the contract says the agency "provides" or "manages" the account, ask where it actually lives.
The reason this matters is history. When an agency builds your campaigns inside its own manager account, the data, the negative keyword lists and the conversion tracking belong to that account. A reputable Google Ads agency sets the account up in your name from the start. PPC Hero's piece on who owns your PPC account describes what happens if the agency keeps it:
"Regardless of the circumstances, it means you have to start over and build a brand new history." Stephanie White, PPC Hero, 2019
The stories are not hypothetical. In a UK Business Forums thread a new in-house marketer found the agency would only "export" the campaigns to a fresh account, even though the company's own credit card was on the existing one.
An agency owner replying in that thread said some agencies "always get the client to sign a contract which says they own the account". The contract is where this is decided.
On Google, the Admin access level is the only one that can grant access, change access levels and accept or unlink manager accounts. You should hold Admin. The agency gets Standard, or links through its own manager account, and you can remove either at any time.
On Meta, assets sit in your business portfolio and the agency is added as a partner. As Chatfuel's agency documentation puts it, "partner access never transfers ownership".
Good wording: "All advertising accounts, pixels, conversion tags and analytics properties shall be created in and remain the property of the Client. The Agency is granted partner or manager access only, which the Client may revoke at any time."
The question to ask: "Can you show me, on screen, that my company is the owner and you are a partner?"
3. Intellectual property in the website and the content
If the contract says nothing about copyright, the agency owns what it makes for you. Section 11 of the Copyright, Designs and Patents Act 1988 says "The author of a work is the first owner of any copyright in it". The employer exception covers the agency's own staff, not you as the client.
Courts have sometimes rescued clients who never agreed ownership in writing. In Griggs v Evans, a logo commissioned through an agency was later assigned to a competitor, and the High Court held the client was the beneficial owner.
CMS's note on the case says the implied term was "so obvious that it went without saying". You do not want to rely on a judge agreeing that about your website.
The usual agency position is that IP transfers on full payment, and that is fair. What to look for is the carve-out. Sprintlaw's UK media agency checklist notes that some clauses keep draft and source files, or the agency's own tools and templates, out of the transfer. A theme or plugin licensed in the agency's name can leave with it.
Good wording: "On payment in full, all intellectual property in the deliverables, including source files, design files, copy and code written for the Client, is assigned to the Client. The Agency retains its pre-existing tools and grants the Client a perpetual licence to use them within the deliverables."
The question to ask: "Once I have paid, what in this website could you still stop me using?"
4. Domain name and hosting
The domain must be registered in your company's name, at a registrar account you control, with your email address as the contact. Hosting can sit in the agency's account during the contract, but the contract should say it moves to you on request at no charge.
This is the clause that goes wrong most quietly, because nobody checks the registrar until something breaks. A UK Business Forums thread from 2016 describes a client whose previous designer held the .com in his own name and wanted £75 plus VAT to release it, despite a contract saying transfer was free. Other members advised paying it.
A 2026 piece from 365i on web designers who stop replying puts the expiry date first: if the domain lapses in someone else's account, the address itself can be lost.
Good wording: "The domain name shall be registered in the name of the Client. Where the Agency provides hosting, it shall transfer the hosting account, all site files and all databases to the Client or its nominee within 14 days of a written request, at no additional cost."
The question to ask: "Whose name and email address are on the WHOIS record right now?"
5. Data and UK GDPR
An agency that touches your customer data needs a written data processing agreement with you. For a professional services firm whose pipeline sits in a CRM, this is the clause that protects your most valuable asset. That covers email campaigns, CRM imports and uploading customer lists for ad targeting. The ICO's guidance on controller and processor contracts is direct: "Whenever a controller uses a processor, there must be a written contract (or other legal act) in place."
The same ICO page lists what the contract has to contain. The two that bite at exit are the duty to delete or return all personal data at the end, at your choice, and the duty to use sub-processors only with your prior authorisation. If the agency uses an offshore team or a third-party email tool, both should be named.
Many small agency contracts have no data processing clause at all. Sprintlaw's note on UK digital marketing service agreements says one "is usually needed" where the agency processes personal data on your instructions. Ask for it, or attach your own.
The question to ask: "Which of my customer data will you touch, where is it stored, and who else sees it?"
6. Exit handover
A good contract spells out what you get back, in what format, and by when. A weak one says "reasonable assistance" and leaves the rest to goodwill, which runs short during a termination.
Write the list in. The things that go missing are the ones nobody thinks of as deliverables: the Tag Manager container, the Search Console property, the Google Business Profile manager role, call tracking numbers, the email sending domain.
Trade title CE Pro ran a story about an AV firm whose owner logged into his Google Ads account years later to find the targeting data gone: "We had given all these people access to the account, never thinking that our data would go away."
The schedule we would want attached to the handover clause, with the role you should hold on each:
| Asset | Where it lives | Role you should hold |
|---|---|---|
| Google Ads | Your Google Ads account | Admin |
| Meta ads, Page, pixel | Your Meta business portfolio | Owner (agency as partner) |
| Analytics and Tag Manager | Your Google account | Administrator |
| Search Console | Your Google account | Owner |
| Google Business Profile | Your Google account | Primary owner |
| Domain | Your registrar account | Registrant |
| Website files and database | Your hosting, or exported | Full copy |
| Email platform and lists | Your account | Owner, with an export |
Good wording: "Within 14 days of termination the Agency shall transfer ownership or administrator rights in all of the Client's accounts listed in Schedule 2, deliver copies of all working files, and remove its own access. No fee is payable for handover."
The question to ask: "If we stopped working together tomorrow, what would I have to ask you for?"
7. Price review
The fee should be fixed for the initial term, and any increase after that should need your written agreement. Look for wording that lets the agency raise prices on renewal with notice, or ties the fee to a percentage of ad spend with no cap.
Percentage-of-spend pricing is common in paid media and is not wrong in itself, but the agency earns more when you spend more, whether or not the extra spend works. It is one of the marketing agency pricing models worth understanding before you sign. If the contract uses it, pair it with a monthly budget you set in writing that the agency cannot raise without your sign-off.
The Sprintlaw guidance on auto-renewal lists price increases on renewal as a standard check, because they are often buried in the renewal mechanics.
The question to ask: "Under what circumstances can my monthly bill go up without me agreeing to it first?"
8. Exclusivity and restrictions
Exclusivity can run both ways, and you want to know which way this contract runs. Some agencies ask that you use nobody else for the same service during the term, which is reasonable. Some also reserve the right to work for your competitors, which you may not want.
Sprintlaw's media agency checklist warns that "some agency contracts contain exclusivity wording that is broader than expected". Read the non-solicitation clause twice. A clause stopping you from hiring the agency's staff is standard. A clause stopping you from hiring any freelancer who has ever touched your account, for 12 months after you leave, is not.
The question to ask: "Will you work for a direct competitor of mine while you work for me, and will you tell me if you do?"
Reading the whole thing in one sitting
The eight questions above fit on one side of A4, and sit next to the wider questions to ask a marketing agency. Send them before the contract arrives, because the answers tell you more about how the agency works than the proposal does.
An agency that puts the accounts in your name unasked, and has a handover schedule ready, expects you to leave on good terms one day. An agency that gets defensive about where the Google Ads account lives is telling you something too.
We set up paid media accounts in the client's name as a matter of course, and build websites on domains and hosting the client controls. If you have a contract in front of you and want a second pair of eyes on these eight clauses, get in touch.