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How should cancellation terms be drafted in an ad agency contract — what to watch out for when exiting?

AAlper P***Member
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#1

We sat down with an agency to handle digital marketing and ad management for our furniture and home textile e-commerce site. We discussed an ad spend of around 220,000 TL per month, with a monthly agency management fee of 35.000 TL. Reviewing the draft agreement they sent over, I realized almost every clause protects the agency and completely blocks our way out.

The draft says the contract runs for 12 months, requires at least 60 days' written notice to terminate, and if the commitment is broken, half of the management fees for the remaining months will be demanded as a penalty clause. Plus, there isn't a single word about who owns the ad accounts or the handover of historical campaign data.

What termination and exit terms should we get added before signing? What's the cleanest, hassle-free way to handle account transfer, notice periods, and end-of-term billing?

BBurcu A***VeteranCommunity member
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Most Helpful#2

Short answer: When defining exit terms in an ad agency contract, a 30-day termination notice, the right to terminate for cause based on performance targets, and full client ownership of ad accounts must be explicitly written. Penalties tied to fixed-term commitments must be removed entirely, and billing should strictly cover the days services were actually rendered.

Structure the essential clauses you need added as follows:

1) Account Ownership: Ad accounts, pixel codes, tag managers, and analytics properties must be created directly under your company's name, with the agency granted only admin or partner access. The contract must explicitly state, under penalty, that accounts will not be closed upon termination, all access permissions will remain intact, and historical data will not be deleted.

2) Notice Period and Termination Terms: Strip out the 60-day clause and any penalties. The industry standard is unilateral termination upon 30 days' written notice without having to show cause. Also, set KPI benchmarks for the first 90 days, reserving the right to terminate immediately without compensation if those benchmarks aren't met.

3) End-of-Term Invoicing: In the month termination is served, payment should only be made pro-rata for the days leading up to the termination date. The agency demanding the full month constitutes an unjustified fee.

4) Creative and Content Rights: Add a term specifying that all copyright and usage rights for creatives, copy, and video assets produced for your company transfer to you the moment the final invoice is paid. Walk away from any agency that won't accept these terms.

EElaMember
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#3

You must insist on an 'immediate termination for just cause' clause. If the agency mishandles the agreed budget, pauses accounts without permission, or fails to deliver agreed reporting, your legal right to end the contract without waiting out a notice period must be preserved.

GGökhan C***MemberCommunity member
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#4

We signed a similar contract two years ago. When we wanted to split, turns out the ad account was tied to the agency's own master dashboard. We couldn't get our two years of pixel data or established custom audiences, had to build accounts from scratch and our sales tanked that month. Lock down account ownership from day one.

CCeren E***MemberCommunity member
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#5

The rule of thumb is dead simple: you sign up for the ad account using your own email and company credit card then grant the agency external admin access. The moment you decide to part ways, you revoke their access with a single click. Never leave anything hostage.

ZZeynep U***Member
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#6

We've worked with 4 different agencies so far. A 60-day notice period is totally unacceptable; 30 days is the reasonable standard. One agency asked for a 3-month upfront commitment plus a 2-month penalty fee to exit; when we pushed back, they backed down to the standard 30-day notice with zero penalties.

NNuri Y***Expert
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#7

steer clear of any agency trying to sneak in a penalty clause tbh... someone who actually does good work won't try to trap clients anyway u should be able to walk away if performance tanks.

VVildan D***Member
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Doki · Phishing awareness training · 2024

#8

Even if you agree to a 30-day notice period, the agency definitely won't give your accounts the attention they need during those final 30 days once they know they're out. So if you don't have an immediate termination clause for performance drops, you'll just end up bankrolling a wasted final month.

JJülide S***ExpertCommunity member
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#9

What does the contract say about the source files for creative assets? If they refuse to hand over the banner templates and video project files when you leave tomorrow, you're looking at a major operational setback. Have you brought this up with them?

OOnur T***Member
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#10

Bottom line: strike the penalty fee and the 60-day notice from the draft. Add clauses for a 30-day notice, keeping ad accounts under your ownership, prorated payment for the final month, and full copyright transfer for creative assets, then sign it.

ŞŞerife Y***MemberCommunity member
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#11

Let's separate the concepts they're getting mixed up. anyway don't hesitate to ask; those who don't ask always pay more.

Ask who prepared the quote and who will actually do the work. If I were you, Id go this route.

SSena M***MemberCommunity member
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#12

Thanks, that was the answer I was looking for.

İİlknur E***Member
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#13

Let me summarize the topic, since several different answers were given. If acceptance criteria aren't written, when the work is done is open to debate.

Of course, it varies if your situation is different.

BBeren K***Expert
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#14

You're right. When you try to change everything at once, nothing settles.

Weekly written progress reports are much more useful than asking for dates. I'm also curious if anyone does it differently.

OOya G***Member
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#15

Let me summarize what's been said so far. When you try to change everything at once nothing settles.

This is my opinion I'm not claiming it's absolute truth.

AAhmet B***New memberCommunity member
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#16

Noted, thanks.

ÖÖzge Y***MemberCommunity member
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#17

I've been down this road let me tell you. If acceptance criteria aren't written when the work is done is open to debate.

Proven by experience.

HHakan U***MemberCommunity member
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#18

Correct.

VVeli N***Expert
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#19

Following.

BBurcu E***Member
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#20

This is exactly what we experienced. When we decide without measuring, we always end up in the same place.

If you have questions, write them; I'll answer as best I can.

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