How to write cancellation terms in an SEO retainer contract — what to watch out for on exit?

From a legal perspective, these contracts are mixed-type service agreements under the Code of Obligations, containing elements of mandate and work contracts. The agency demanding payment for the remainder of the term constitutes an excessive penalty clause that would likely be reduced by a court. That said, clearly defining termination with or without cause and tying notices to registered email (KEP) will prevent costly legal disputes from the start.

Last year we signed a 6-month agency retainer at 30.000 TL a month. By month two, they hadn't touched anything on technical SEO and were skipping our weekly check-ins. Our contract had a 30-day notice period and zero penalty fees. We simply paid the 60.000 TL for those two months and walked away. If we'd been forced to pay out the remaining 4 months, that would have been 60.000 TL down the drain.

definitely don't let them set up accounts under the agency's own master account. later on when you want to leave they give you a hard time saying company policy doesn't allow transferring ownership. set up everything from scratch using your corporate email, just grant them admin access and save yourself the headache.

How is the work plan broken down by month in the agency's proposal? If they're only doing a comprehensive technical audit and strategy in the first two months and spreading the actual execution across subsequent months, they might be asking for 60 days and a penalty to protect themselves. Have the tangible deliverables for the initial months been added as an annex to the contract?

The essential exit clauses you need to have added to the contract are: 1) The right to terminate without cause upon 30 days' written notice, 2) A guarantee that no technical code or links implemented by the agency will be retracted upon contract termination, 3) Transfer of usage rights for all written and visual materials created, 4) Handover of account passwords and access credentials within two business days.

Sure, nobody can give guarantees in a field like SEO that's wide open to external factors and algorithm updates but I still don't get why agencies insist on 12-month contracts. An agency that does good work keeps the client through performance anyway; they don't hide behind contract clauses trying to squeeze money out of you.

Have this sentence added to the draft contract: This agreement may be terminated unilaterally and without penalty by either party upon thirty days' prior written notice via email. If the agency won't accept this, walk away from the table; there are plenty of teams in the market working with more flexible and transparent terms.

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I partly agree, partly disagree. The harder it is to reverse a decision, the slower you should make it.

If acceptance criteria aren't written, when the work is done is open to debate. Hope this helps.

You're right. When making a decision, first look at what data you have on hand.

The answer varies greatly by industry; there is no one-size-fits-all rule. Correct me if I'm wrong.

Let me summarize what's been said so far. If you get three different answers on a topic, the question was asked wrong.

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

Don't miss this: Every "we'll look at it later" in a meeting means unbilled work.

If you post the result here, it will help others too.

Let me summarize the topic, since several different answers were given. The answer varies greatly by industry; there is no one-size-fits-all rule.

Ask who prepared the quote and who will actually do the work.

I partly agree, partly disagree. The biggest time-waster for us was not knowing who had the final say.

I'm also curious if anyone does it differently.

Thanks, this was very helpful.

Could you elaborate on that? Every "we'll look at it later" in a meeting means unbilled work.

Proven by experience.

Same here.

Absolutely. If I were to add anything: If acceptance criteria aren't written, when the work is done is open to debate.

Just leaving this note, it might be useful.