Marketing Agency Contracts: What NZ Businesses Should Know Before Signing

You’ve found a marketing agency that seems right. Now they’ve sent through a contract. Before you sign, there are several clauses that can lock you in, strip your asset ownership, or make it expensive to leave — even if the agency isn’t performing.

This guide covers what NZ businesses should look for (and watch out for) in marketing agency contracts.

The 8 Contract Clauses That Matter Most

1. Contract Length and Lock-in Period

What to look for: How long are you committed for? Can you leave early? What’s the notice period?

Common structures:

• Month-to-month: Cancel anytime with 30 days’ notice. Best for you.
• 3-month rolling: Reasonable. Gives the agency time to implement while keeping them accountable.
• 6-month minimum: Acceptable for SEO (which genuinely needs 4–6 months). Risky for ads.
• 12–24 month lock-in: Red flag. Protects the agency, not you.

Our take: SEO takes time, and we understand why agencies want commitment. But a 12-month lock-in with no performance clause means they get paid whether they deliver or not. The best agencies earn your business each month.

2. Account and Asset Ownership

What to look for: Who owns your Google Ads account? Your Facebook Page? Your website code? Your content?

The rule: You should own everything. The agency should have access to manage your accounts, but ownership must remain with you.

Red flag: “Agency will create and manage advertising accounts on Client’s behalf.” This often means they create the account under their own business manager. If you leave, you lose your campaigns, audiences, conversion data, and quality scores — sometimes years of optimisation history.

Insist on:

• All ad accounts created under your business name/email
• Agency granted manager/admin access (not owner)
• All content (blog posts, images, landing pages) owned by you
• Website source code and hosting credentials shared with you
• Google Analytics and Search Console under your Google account

3. Scope of Work

What to look for: Exactly what deliverables are included in your monthly fee?

A vague scope like “SEO services” or “digital marketing management” gives the agency room to do very little. A good contract lists specific deliverables — and quantities.

Example of a clear scope:

• Technical SEO audit and implementation (month 1)
• On-page optimisation for 10 pages per month
• 2 x 1,500+ word blog posts per month
• Link building: 5 quality backlinks per month
• Monthly performance report with strategy call
• Google Ads management: up to $3,000/month ad spend

4. Performance Clauses

What to look for: What happens if the agency doesn’t deliver results?

Most agency contracts have zero performance accountability — you pay the same whether they grow your revenue by 200% or do nothing. Push for at least one of these:

• Performance review trigger: If agreed KPIs aren’t met after 90 days, you can exit without penalty
• Reduced lock-in: 6-month contract becomes month-to-month if targets aren’t hit by month 4
• Partial performance-based pricing: Lower base fee + bonus when hitting targets

5. Reporting and Transparency

What to look for: How often do you get reports? What’s included? Do you get real-time dashboard access?

At minimum, you should receive monthly reports covering:

• Traffic and ranking changes (for SEO)
• Ad spend, cost per click, cost per lead, ROAS (for Google Ads)
• Leads/enquiries attributed to marketing
• Work completed this month (not just metrics)
• Plan for next month

Ideally, you’ll also have access to a live analytics dashboard you can check anytime.

6. Termination and Exit Clauses

What to look for: What does it cost to leave? What happens to your data and accounts?

Fair terms:

• 30 days’ written notice
• All accounts and assets transferred to you within 7 business days
• No “exit fees” or “handover charges”
• Final report delivered covering current state and open items

Red flag terms:

• Early termination penalty equal to remaining contract value
• “We retain ownership of all work product until contract completion”
• No mention of account/asset transfer process

7. Ad Spend Management Fees

What to look for: How does the agency charge for managing your ad spend?

Common models in NZ:

• Percentage of spend: 15–20% of your ad budget (e.g., $600/month on a $3,000 Google Ads budget)
• Flat fee: Fixed monthly rate regardless of spend (e.g., $1,500/month)
• Tiered: Flat fee that increases at spend thresholds

Watch out for: Percentage-based pricing creates an incentive to increase your ad spend (they earn more). A flat fee or capped percentage is better aligned with your interests.

8. Non-compete and Exclusivity

What to look for: Can the agency work with your competitors? Are you restricted from using other agencies?

Some agencies include exclusivity clauses that prevent you from hiring other agencies or freelancers for marketing work. This is restrictive and rarely in your interest. Push back on any clause that limits your options.

The Contract Checklist: Before You Sign

• ☐ Contract length: 3 months or month-to-month (not 12+)
• ☐ You own all ad accounts, analytics, and content
• ☐ Specific deliverables listed (not vague “services”)
• ☐ Performance review clause at 90 days
• ☐ Monthly reporting with work logs, not just metrics
• ☐ 30-day exit with asset transfer within 7 days
• ☐ No early termination penalties
• ☐ Ad spend fees clearly stated (flat fee preferred)
• ☐ No exclusivity or non-compete on your end
• ☐ Clear communication schedule (weekly/bi-weekly calls)

Already stuck with an underperforming agency? Read our guide on signs your marketing agency isn’t working. Comparing your options? See in-house vs agency vs freelancer.

Frequently Asked Questions

Is it normal for NZ agencies to require lock-in contracts?

Common, but not “normal” in the sense that it’s necessary. Many NZ agencies now offer month-to-month or 3-month terms, especially for PPC and social media. For SEO, a 3–6 month initial term is reasonable because results take time — but it should include a performance exit clause.

What if the agency says they need 12 months to show results?

For SEO, you should see measurable progress (increased impressions, improved rankings for some keywords) within 4–6 months, even if full results take longer. If they need 12 months before showing any improvement, something is wrong with their approach.

Should I have a lawyer review the contract?

For contracts over $5,000/month or with long lock-in periods, yes. For smaller month-to-month arrangements, you can likely review it yourself using the checklist above. Pay special attention to ownership, termination, and penalty clauses.

Can I negotiate contract terms?

Absolutely. Most agencies expect some negotiation. The clauses they won’t budge on tell you a lot about how they operate. If they won’t remove a 12-month lock-in, ask yourself why they need to contractually prevent you from leaving.