Free Marketing Services Agreement Template

MARKETING SERVICES AGREEMENT

England And Wales  ·  Full-service Marketing  ·  SGSA 1982 · CAP Code · PECR  ·  2026-05-01

This Marketing Services Agreement (this "Agreement") is entered into as of 2026-05-01 between:

(1) Oakwood Retail Group Ltd (company number 09876543) of 45 King Street, Manchester, M2 4LQ (the "Client"); and

(2) Pixel and Pulse Digital Ltd (company number 12345678), VAT GB345678912 of Suite 3, The Hub, 10 Shoreditch High Street, London, E1 6PG (the "Agency").

The Client wishes to engage the Agency to supply marketing and advertising services, and the Agency has agreed to supply such services on the terms of this Agreement.

The Agency shall provide to the Client the following marketing services (the "Services"): Management of all paid and organic social media channels (Instagram, Facebook, LinkedIn, TikTok, X), content creation (8 posts per week), monthly email newsletter, Google Ads management (Search and Performance Max), and quarterly SEO audit and content strategy.

Deliverables: Monthly content calendar; 32 social posts; 4 email campaigns; Google Ads quarterly review; quarterly SEO audit report; monthly reporting deck.

Target audience: UK-based consumers aged 25-45 interested in sustainable fashion and homeware; household income £40k+.

The Agency warrants that the Services shall be performed with reasonable care and skill in accordance with section 13 of the Supply of Goods and Services Act 1982, to the standard of a competent marketing agency.

Advertising compliance. All marketing activity produced under this Agreement shall comply with: (a) the CAP Code (UK Code of Non-broadcast Advertising and Direct and Promotional Marketing) and, where relevant, the BCAP Code (Broadcast) enforced by the Advertising Standards Authority (ASA); (b) the Consumer Protection from Unfair Trading Regulations 2008 (prohibition of misleading actions, misleading omissions and aggressive practices); (c) the Business Protection from Misleading Marketing Regulations 2008; (d) the Trade Marks Act 1994 in relation to use of third-party marks; and (e) all other applicable sector-specific rules (e.g. MHRA rules for medicines, gambling adverts for licensed operators).

This Agreement shall commence on 2026-05-01 and shall continue for 12 months from the date of this Agreement. Unless terminated earlier, this Agreement shall expire automatically at the end of the stated term; the parties may renew by mutual written consent.

The Client shall: (a) provide the Agency with all information, brand guidelines, copy, product data and access credentials (including administrator access to advertising, analytics and CMS platforms) reasonably required to perform the Services in a timely manner; (b) respond to requests for approval of creative, copy and media plans within five (5) working days, failing which the Agency may proceed on the basis of the last agreed position; (c) warrant that all materials supplied to the Agency are accurate, not misleading and do not infringe any third-party intellectual property rights, confidentiality obligations or privacy rights; (d) ensure that it has the necessary lawful basis (including, where applicable, valid consent under UK GDPR Art.6 and Art.7 and regulation 22 of PECR 2003 for electronic marketing) for the processing of personal data and for sending marketing communications to its contacts; and (e) approve, before deployment, any advertising claim which concerns price, savings, health, environmental benefits ("green claims") or superiority.

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction.

The Client shall pay the Agency a monthly retainer fee of £3,500.00 (exclusive of VAT). VAT at the prevailing rate shall be added on a valid VAT invoice in accordance with the Value Added Tax Act 1994.

Advertising budget. The monthly media / ad-spend budget is £5,000.00 (excluding VAT). The Client shall pay the advertising costs directly to the relevant platforms (Google, Meta, LinkedIn, etc.). The Agency shall not incur any advertising expenditure on the Client's accounts without the Client's prior written approval. Agency commission on media spend: 10% of managed media spend.

Payment terms. The Agency shall issue invoices monthly (retainer / performance) or on milestone completion (project). Payment is due within 14 days of invoice date.

Late payment. If the Client fails to pay any undisputed sum by the due date, statutory interest shall accrue at 8% above the Bank of England base rate together with fixed-sum compensation and recovery costs under sections 5A and 6 of the Late Payment of Commercial Debts (Interest) Act 1998, and the Agency may suspend the Services until payment is received.

The Agency shall provide the Client with monthly performance reports covering, where applicable: (a) paid-media metrics (impressions, clicks, CTR, CPC, conversions, CPA, ROAS); (b) social-media analytics (followers, engagement rate, reach); (c) website traffic and SEO performance; (d) media-spend breakdown; and (e) optimisation recommendations. Reports shall be delivered within five (5) working days of the end of each reporting period.

KPIs (targets, not guarantees): The Agency shall use reasonable endeavours to achieve the following: Minimum 10% YoY increase in website sessions per quarter; email open rate ≥ 25%; average engagement rate ≥ 3%; ROAS target of 4:1 on paid campaigns. The parties acknowledge that KPIs are targets and do not constitute guarantees — in line with the CAP Code rules on substantiation of claims and the well-established position that an agency cannot guarantee placement, ranking or return on paid media. The parties shall review KPI performance at monthly intervals and may adjust targets by written agreement.

All intellectual property rights in any materials, content, designs, copy, artwork, campaigns, and deliverables created by the Agency specifically for the Client under this Agreement (the "Work Product") shall vest in and belong to the Client upon payment in full of the Fees. The Agency hereby assigns to the Client with full title guarantee all intellectual property rights in the Work Product, including copyright, design rights and database rights, by way of present assignment of future copyright under section 91 of the Copyright, Designs and Patents Act 1988. The Agency waives, to the extent permitted by law, all moral rights under sections 77, 80 and 84 of the Copyright, Designs and Patents Act 1988 in respect of the Work Product.

Pre-existing IP. Each party's pre-existing intellectual property, methodologies and tools shall remain the property of that party. The Agency grants the Client a non-exclusive licence to use any Agency pre-existing IP to the extent incorporated in the Work Product. Third-party materials (including stock imagery, fonts, music and APIs) are subject to their own licences, and the Agency shall notify the Client of any restrictions.

Where the Agency processes personal data on behalf of the Client (for example, CRM data, audience lists, analytics identifiers) the Agency shall do so only on the Client's documented instructions and in accordance with Article 28 of the UK General Data Protection Regulation and the Data Protection Act 2018 (as amended by the Data (Use and Access) Act 2025). The Agency shall: (a) implement appropriate technical and organisational measures (Art.32); (b) ensure personnel confidentiality; (c) assist the Client with data-subject requests and DPIAs; (d) notify the Client of any personal data breach without undue delay (Art.33(2)); (e) not engage any sub-processor without prior written authorisation (Art.28(2)); and (f) on termination, delete or return all personal data (Art.28(3)(g)). Where applicable, the parties may rely on the new "recognised legitimate interests" lawful basis at Annex 1 paragraph 1 to the DPA 2018 (as inserted by the DUA Act 2025).

ePrivacy / direct marketing. The Agency shall comply with the Privacy and Electronic Communications Regulations 2003 (PECR), including reg 19 (cookies and similar technologies — consent required under Art.7 UK GDPR), reg 21 (live telephone marketing and the TPS register) and reg 22 (email/SMS marketing — prior consent or soft opt-in). International data transfers shall be protected by the UK International Data Transfer Agreement or equivalent safeguards under the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019.

No advertising, post or paid placement shall go live without the Client's written approval (including email approval). The Agency shall operate reasonable brand-safety controls (blocklists, content category exclusions, placement reporting) in programmatic, social and display campaigns. Where the ASA upholds a complaint against any advertising produced under this Agreement, the Agency shall, at no further cost, amend or withdraw the offending material and reasonably co-operate with any ASA investigation. The Agency shall substantiate all factual claims before publication, in accordance with CAP Code s.3 (Misleading advertising) and the BCAP Code.

During the term and for a period of 12 months following termination or expiry, neither party shall directly solicit, recruit or induce any employee, contractor or consultant of the other party to leave their engagement, without the prior written consent of that party. The parties acknowledge that this restriction is reasonable and necessary to protect their respective legitimate business interests, in accordance with the restraint-of-trade doctrine in Herbert Morris Ltd v Saxelby [1916] 1 AC 688. If any court holds this restriction to be wider than reasonably necessary, it shall be read down to the minimum extent needed to make it enforceable.

Each party shall comply with all applicable laws, including the Bribery Act 2010 (and, in relation to commercial organisations, s.7 and HMG's adequate-procedures guidance), the Modern Slavery Act 2015, the Competition Act 1998 (Chapter I prohibition on anti-competitive agreements — particularly relevant in media-buying arrangements), the Criminal Finances Act 2017 and all applicable sanctions regimes. Neither party shall directly or indirectly offer, give, solicit or accept any bribe, facilitation payment or other improper advantage, nor participate in any bid-rigging, market-sharing or price-fixing in relation to media spend. Breach entitles the non-defaulting party to terminate immediately.

Either party may terminate this Agreement by giving 30 days' written notice to the other. Either party may terminate immediately by written notice if: (a) the other commits a material breach and fails to remedy it within fourteen (14) days of receiving written notice; (b) the other becomes insolvent within the meaning of the Insolvency Act 1986; or (c) there is persistent breach of obligations or serious breach of ASA/CAP, data protection or anti-bribery obligations.

On termination: (a) all Fees for Services properly rendered shall be immediately due and payable (including committed media spend); (b) the Agency shall deliver all Work Product, campaign assets, administrator access and data back to the Client in an industry-standard format; (c) each party shall return or delete the other's confidential information; and (d) the Agency shall reasonably assist with the transition of accounts, access and relationships to the Client or its incoming agency at the Agency's then-standard rates.

The Agency shall ensure that all advertising, marketing collateral, e-commerce designs and customer-facing content produced under this Agreement comply with the Digital Markets, Competition and Consumers Act 2024 ("DMCC Act 2024", in force from 6 April 2025) and the CMA's enforcement guidance, in addition to existing CAP / BCAP Code obligations. In particular, the Agency shall: (a) Drip-pricing prohibition — display the total price (including all mandatory fees) up front in any pricing creative or landing page (DMCC Act 2024 Part 4 Ch 1 + sch 20); (b) Fake-review ban — not commission, fabricate or display fake reviews, and where review functionality is implemented, take reasonable steps to detect and remove fake, paid-without-disclosure or AI-generated reviews (DMCC Act 2024 sch 20 para 13); (c) Subscription cancellation transparency — pre-contract information, reminder notices and one-click online cancellation paths where the Client offers subscription contracts (DMCC Act 2024 Part 4 Ch 2); (d) Dark patterns prohibition — no manipulative urgency claims (fake countdown timers), false scarcity ("only 1 left"), forced-continuity or pre-ticked checkboxes (DMCC Act 2024 sch 20 paras 28-29); and (e) Influencer / paid-content disclosure — clear and prominent #ad / #sponsored labelling for any influencer collaboration, in line with the ASA / CMA joint guidance on hidden advertising. The Agency shall provide the Client with a DMCC Act 2024 compliance review at the launch of each major campaign and shall correct any non-compliance at no further cost where identified within 30 days of go-live.

Disclosure. The Agency shall disclose in writing any material use of generative-AI tools in producing campaign assets (including, by way of example, AI image generation such as Midjourney, DALL-E or Adobe Firefly; AI video generation such as Sora or Runway; AI copywriting via ChatGPT or Claude; AI music generation), identifying the tool, the inputs supplied and the proportion of the Work Product so generated.

IP carve-out. The Agency warrants that no Client confidential information, brand guidelines, customer data or audience data shall be uploaded to, or used to train, fine-tune or otherwise improve, any AI model offered to third parties (whether the Agency's own model or a public hosted model), save with the Client's prior written consent. The Agency shall use enterprise / on-premise AI tools with contractual no-train guarantees where Client material is processed.

Originality and infringement. The Agency warrants that AI-assisted Work Product has been reviewed by the Agency and, to the Agency's reasonable knowledge, does not infringe any third-party copyright, database right, image right, performer's right, trade mark or related right, having regard to the principles considered in Getty Images (US) Inc v Stability AI Ltd [2025] EWHC. The Agency shall indemnify the Client against any third-party claim that the Work Product infringes intellectual property rights as a result of the Agency's AI use (subject to any liability cap in this Agreement).

Computer-generated works. Where the AI-generated portion of any Work Product falls within section 9(3) of the Copyright, Designs and Patents Act 1988 (computer-generated works with no human author), the parties agree that authorship vests in the person by whom the arrangements necessary for the creation of the work are undertaken, and any resulting IP shall be assigned to the Client in accordance with the IP clause of this Agreement.

Each party warrants that, where it constitutes a "large organisation" within the meaning of section 199 of the Economic Crime and Corporate Transparency Act 2023 (≥250 employees OR ≥£36m turnover OR ≥£18m balance sheet, meeting 2 of 3), it maintains reasonable fraud-prevention procedures as required by that section (in force 1 September 2025) and has not committed (and to its knowledge no associated person has committed) a "relevant offence" within that section in connection with the Services. The Agency acknowledges that media-buying activity is a known fraud-risk area (including click fraud, ad fraud, ghost campaigns and undisclosed rebates) and shall maintain reasonable procedures to detect and prevent such conduct in connection with the Services.

Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements. Variation. No variation shall be effective unless in writing and signed by both parties. Waiver. Failure or delay in exercising any right shall not constitute a waiver. Severability. If any provision is held unenforceable, it shall be severed and the remainder shall continue in full force. Independent contractor. The Agency is an independent contractor, not an employee or agent of the Client. Third-party rights. No person other than a party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.