Define the scope and deliverables
Identify channels, formats, volumes, reporting and excluded work. Explain whether strategy, production, media buying, community management and third-party costs are included or separately ordered.
Connect the brief to change control
Set the client’s input obligations, number of revision rounds, authorised approvers and consequences of delayed feedback. A change to the brief should trigger an assessment of price and timetable before work continues.
Separate performance from guaranteed results
The agency can commit to agreed work, professional care and reporting but may not control sales, platform algorithms, product availability, price or the client’s conversion process. Define KPIs as measurement tools unless a specific result is genuinely guaranteed.
Organise fees and external budgets
Distinguish agency remuneration from advertising spend, production and creator fees. Set approval limits, pre-funding, reconciliation, platform rebates and treatment of unused budgets.
Allocate responsibility for claims and materials
Decide who verifies factual product claims, legal notices, promotions and client-provided materials. The party controlling a fact or instruction should generally provide the corresponding information and assurances.
Complete the rights chain
Address rights from employees, freelancers, photographers, influencers, stock libraries and AI-assisted tools before promising rights to the client. Define portfolio use, editable files and third-party licence restrictions.
Termination and handover
Cover payment for completed work, cancellation costs, transfer of accounts and assets, final reporting, access credentials, data return and the treatment of campaigns already booked.
How the issue appears in practice
Hypothetical example: a target becomes a warranty
A proposal aims to increase sales by 30%, while the contract does not distinguish a campaign objective from a guaranteed outcome. Product price, stock and the client’s checkout also affect the result.
Matters to determine or verify before proceeding
- Define the scope and deliverables
- Connect the brief to change control
- Separate performance from guaranteed results
- Organise fees and external budgets
- Allocate responsibility for claims and materials
- Complete the rights chain
- Termination and handover
Key issues at a glance
| Issue | Key information |
|---|---|
| Define the scope and deliverables | Identify channels, formats, volumes, reporting and excluded work. |
| Connect the brief to change control | Set the client’s input obligations, number of revision rounds, authorised approvers and consequences of delayed feedback. |
| Separate performance from guaranteed results | The agency can commit to agreed work, professional care and reporting but may not control sales, platform algorithms, product availability, price or the client’s conversion process. |
| Organise fees and external budgets | Distinguish agency remuneration from advertising spend, production and creator fees. |
| Allocate responsibility for claims and materials | Decide who verifies factual product claims, legal notices, promotions and client-provided materials. |
Legal basis
- Polish Civil Code of 23 April 1964
- Polish Entrepreneurs' Law of 6 March 2018
- Polish Act of 6 March 2018 on participation of foreign entrepreneurs and other foreign persons in economic activity in Poland
This article provides general information and does not constitute legal advice for a specific matter. The appropriate solution depends on the facts, documents and business objective.
Summary
The contract should reflect how an agency project is delivered and who controls each risk. Scope, approvals, budgets and rights are the main points to align before work begins.