Branding agencies commercial contracts: the 8 clauses to settle

The clauses to settle are parties and authority, scope and dependencies, acceptance and correction, rights and licences, subcontractors and information, fees, VAT and expenses, change, risk and responsibility, and termination and continuity.

A branding agency contract should describe the real exchange, not rely on a proposal deck or a supplier label. These eight records make decisions visible before signature and during delivery. Read them against the agency's directory listing and reviews, and against the terms it actually proposes: whether the agency is a global group such as Interbrand or Pentagram or a small studio, the party that signs is the one that carries the obligations.

This guide covers commercial work governed in England and Wales, with UK-wide data, IP and tax sources where stated. The eight clause areas allocate delivery, rights, information, payment, change and exit. It leaves out employment, property, insolvency, litigation strategy and sector-specific contracts, and it is not legal advice.

Start from a recognised set rather than a blank page. If the agency belongs to a trade body such as the Design Business Association, the Institute of Practitioners in Advertising or the Incorporated Society of British Advertisers, ask whether it works to that body's model terms or standard conditions. Whichever set applies, settle the eight records below before work begins.

What to take away

Record each legal entity and signatory before signature, because a trading style is not the contracting party.
Use an acceptance schedule per deliverable so creative preference is not confused with objective failure.
A copyright assignment must be in writing and signed under section 90 of the 1988 Act.
State VAT treatment for each supply and the interest that applies to late payment, which runs at 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998 unless the contract sets its own substantial remedy.
Cap liability at a sum related to the fees paid, and check the insurance certificate rather than the proposal.
Reopen the contract when parties, subcontractors, claims, channels or dependencies change.

1. Parties and authority

Record each legal entity, company number where relevant, trading name, address, signatory and authority. A trading style is not the contracting party. For public procurement, check the buyer's route and the Cabinet Office central digital platform guidance rather than assuming ordinary private purchasing terms apply.

Keep the verified entity record with the signed agreement and document any authorised delegation.

2. Scope and dependencies

List deliverables, formats, language, audience, channel, supplied inputs, exclusions, owners and dependencies. State whether research, naming, strategy, identity, templates, campaigns, hosting or ongoing support is included. Silence invites incompatible assumptions.

3. Acceptance and correction

Define who tests each item, the evidence used, acceptance period, defect route, correction cycle and consequence of silence. Express the period in working days and state when it starts, normally on delivery of the item and its files; a deemed-acceptance clause with no period, or one counted in weeks, leaves the timing open to argument. Creative preference should not be confused with objective failure. Accessibility, security and legal gates remain separate pass or hold decisions.

Use an acceptance schedule for each deliverable rather than one signature for the whole commission. It should identify the file version, criteria, reviewer, exceptions and dated result. Where a dependency prevents testing, record the item as untested instead of treating elapsed time as proof of acceptance.

Example acceptance schedule, with illustrative dates:

Acceptance and correction

Deliverable: Homepage wireframe
File version: v3, 12 May 2026
Criteria: Mobile layout, alt text, page weight
Reviewer: Client brand lead
Exceptions: Logo contrast open
Result and date: Hold, 14 May 2026

4. Rights and licences

For every asset, distinguish pre-existing material, newly created work, third-party components and client inputs. The Copyright, Designs and Patents Act 1988, section 11 addresses first ownership.

Section 90 requires a copyright assignment to be in writing and signed. Before instructing a solicitor, prepare an asset schedule listing each item, its owner, permitted uses, territory, duration and any portfolio-use request.

5. Subcontractors and information

Name approval rules for subcontractors and define data roles per operation. The ICO's guidance Contracts and liabilities between controllers and processors covers the terms required where that relationship exists. Add confidentiality, instructions, security, incident support, audit evidence, transfers, return and deletion. A contract cannot manufacture a lawful basis or PECR permission.

6. Fees, VAT and expenses

State currency, billing unit, milestone, VAT treatment, expenses, invoice evidence, disputed-sum route and late-payment terms. HMRC's VAT Notice 700/1 (Should I be registered for VAT?) sets out the registration routes; it is not tax advice for either party. Interest on late payment of a commercial debt runs at 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998, unless the contract provides its own substantial remedy. A qualified tax and finance reviewer must confirm the actual treatment.

7. Change, risk and responsibility

Require a written change record covering revised scope, timing, dependencies, price and acceptance. Address warranties, indemnities, liability limits, insurance, client approvals and third-party claims without suggesting that any wording is automatically enforceable. Cap the supplier's total liability at a sum related to the fees paid under the agreement, and state the professional indemnity and public liability cover the commission requires. Governing law and jurisdiction need advice for the exact parties and territories.

8. Termination and continuity

Set termination events, notice, payment on exit, transition help, access removal, asset handover, editable-file delivery, data export or deletion, and surviving rights. The National Cyber Security Centre (NCSC) supply chain security guidance can inform evidence requests, but it does not certify resilience. Identify the person authorised to stop access and verify completion.

Clause wording to adapt

The eight headings above are the checklist; the agreement itself needs wording the parties can be held to. These are drafting prompts to adapt with advice, not finished terms, and where a period is needed it should be expressed in working days from delivery.

Parties.'The Supplier is [legal name], company number [number], of [registered address]. The person signing confirms they are authorised to bind the Supplier, and any subcontractor is approved as set out in this agreement.'
Scope.'The Supplier shall provide the Deliverables listed in Schedule 1 and nothing else. Client-supplied inputs, dependencies and exclusions are set out in Schedule 2.'
Acceptance.'The Client shall notify acceptance or rejection of each Deliverable, identifying any failure against the agreed criteria. Acceptance is deemed given [number] working days after delivery of the Deliverable and its files if no notice is given.'
Rights.'Copyright in the Deliverables is assigned to the Client on payment in full, and the assignment is signed for the Supplier in accordance with section 90 of the Copyright, Designs and Patents Act 1988. The Supplier may show the work in its portfolio and in award entries unless the Client objects in writing.'
Subcontractors and information.'The Supplier shall not appoint a subcontractor without the Client's written approval and remains responsible for its work. Where the Supplier processes personal data for the Client, it does so only on the Client's documented instructions and deletes or returns it on termination.'
Change, risk and responsibility.'No change to scope, price or timing takes effect until recorded in a written change note signed by both parties. Each party is responsible for the risks it controls, and third-party claims about material supplied by one party are for that party.'
Fees.'Fees are exclusive of VAT, which is charged at the rate applying to the supply. Invoices are payable within [number] days, and interest on late payment runs at the rate set by the Late Payment of Commercial Debts (Interest) Act 1998.'
Liability and insurance.'The Supplier's total liability is limited to the fees paid under this agreement, and the Supplier maintains professional indemnity insurance at the level set out in Schedule [number].'
Termination.'On termination the Supplier shall deliver editable files, hand over assets, stop using client data and delete or return it, and the rights and payment terms that survive are listed in this clause.'

When you compare agencies from a directory or a shortlist, ask each for its standard terms and read them against these eight headings. A gap in one agency's terms is a fair comparison point, alongside the evidence in the vendor due diligence checks.

The signed contract should match the approved scope and data map. Reopen it when parties, subcontractors, claims, channels, rights, hosting, fees or dependencies change. No clause replaces a statutory, regulatory or safety gate.

Before you act

Verify the legal entity, company number, signatory and authority, and check the agency's directory listing and reviews against it.
List deliverables, formats, inputs, exclusions, owners and dependencies.
Set an acceptance period in working days, a defect route and a correction cycle per item.
Separate pre-existing, new, third-party and client input rights.
Confirm VAT treatment for each supply, expenses and the interest that applies to late payment.
Agree the liability cap and insurance levels, and the trade-body terms being adapted.
Define termination events, asset handover and data deletion on exit.

Common questions

What should a branding agency record about the parties before signing?

Record each legal entity with its company number, trading name, address, signatory and authority to sign. A trading style is not the contracting party, so keep the verified entity record with the signed agreement.

How should acceptance and correction be handled for each deliverable?

Use an acceptance schedule per deliverable that names the file version, criteria, reviewer, exceptions and dated result. Express the acceptance period in working days, and treat an item that could not be tested as untested rather than accepted.

What must a contract cover on rights and licences for assets?

Separate pre-existing material, new work, third-party components and client inputs, and list each asset with its owner, permitted uses, territory and duration. A copyright assignment must be in writing and signed under section 90 of the 1988 Act.