The short answer
Six documents should exist before a UK agency starts work: the terms of business, a scope and acceptance note, a measurement baseline, a payment schedule, an access and asset register, and an approval note naming who may sign off copy and spend. Only the first is a contract. The other five are where the expensive disagreements actually sit.
Key takeaways
- The contract settles liability, notice, the term and the governing law. It rarely settles what the work has to achieve.
- An activity list commits an agency to attendance. One named measure with a reading date commits it to something testable.
- Where the agreement fixes no payment date, section 4 of the Late Payment of Commercial Debts (Interest) Act 1998 supplies a 30 day period, and interest runs after it.
- The baseline is the cheapest document to produce and the only one that cannot be reconstructed later.
- Name who may approve copy and spend, and the ceiling above which they may not.
A practice signs the agency's terms, the work starts, and four months later the disagreement is about something no document mentions. That is not usually a contract failure. It is a records failure, and it has a shape. Of the six documents that decide how a UK agency engagement ends, five are not the contract, and the contract is the one most firms already have.
The five that are missing are cheap. A baseline is an hour inside an analytics account, and an access register is a spreadsheet nobody has to approve. None of them needs a solicitor.
One of them has a statutory default waiting behind it. Where a UK agreement fixes no date for payment, section 4 of the Late Payment of Commercial Debts (Interest) Act 1998 supplies one, and the supplier is the party it was written to protect.
Six documents, and only one of them is the contract
Each document answers a question that becomes expensive in a different way, and the terms of business answer only the first of them. The set below is an allocation of risk rather than a filing structure.
1. Terms of business
Liability, notice, the term, and what happens to work in progress when somebody gives notice. Usually the agency's own pack.
Where none exists, the engagement runs on implied terms with no notice period on either side.
2. Scope and acceptance note
What the work is, and the test that decides it has been done. The acceptance line is the part that is usually absent.
Without a test somebody can apply, disappointment is not a breach.
3. Measurement baseline
The figures as they stood on the start date, and the accounts they were read in.
No improvement can be shown, and no supplier can be cleared of failing to produce one.
4. Payment schedule
What is due, and on what date. Silence here is filled in by statute rather than left open.
Statutory interest and a fixed recovery sum can run against the firm from 30 days.
5. Access and asset register
Every account and domain the work touches, and who holds the top level right on each one.
The firm finds out what it does not control at the handover, when it has least leverage.
6. Approval and authority note
Who at the firm may approve copy and spend, and the figure above which they may not.
Work is published, or money is committed, that a partner would have stopped.
One document is deliberately absent from that set. Where an agency will handle personal data belonging to the firm's clients, the data terms are a separate document resting on a separate question: whether the agency acts as a controller in its own right or on the firm's instructions. That is not answered here.
The scope note is where an outcome becomes enforceable
Describing the work is not the same as committing to what it produces, and the implied standard in a business contract for services covers competence rather than results. The statutory position is set out in what a firm can hold an agency to when results do not come. An outcome is enforceable only where somebody wrote the outcome down.
The line below is the same commitment written four ways, from the version that binds nobody to the version a partner can test unaided.
| How the line is written | What it commits the agency to | Who can test it |
|---|---|---|
| Grow our enquiries | Nothing that can be identified later | Nobody |
| Deliver search work and a monthly report | Attendance | Anybody, but only that it happened |
| Deliver twelve articles and a report by the tenth of each month | Volume and a date | Anybody at the firm, from the inbox |
| Reach a stated monthly enquiry figure by month six, read in the firm's own account on the tenth | An outcome on a named date, in a named account | Whoever holds the account, without help |
If nobody writes the payment dates, the 1998 Act writes them
Section 1 of the Late Payment of Commercial Debts (Interest) Act 1998 implies a term into a contract for the supply of goods or services that a qualifying debt under it carries simple interest. Both parties have to be acting in the course of a business, which a practice buying marketing plainly is.
Where the agreement fixes no date for payment, section 4 sets the relevant day as the last day of a 30 day period, and interest runs from the day after that. The rate is prescribed by order and stands at eight per cent above the Bank of England base rate, alongside a fixed sum towards recovery costs that rises with the size of the debt.
Contracting out is limited rather than open. Section 8 makes a term void so far as it purports to vary or exclude the right to statutory interest unless the overall remedy for late payment is a substantial one. So a payment schedule is the one document whose default position was written by Parliament for the benefit of the other side.
The baseline is the document that cannot wait
Every other document on the list can be agreed late. The baseline is the only one that expires. A week into the engagement the figures have already moved.
It does not need to be elaborate. Enquiry volume for the last twelve months, where those enquiries arrived from, the figure the practice counts as a qualified enquiry, and which accounts each number was read in. That is one page, and it decides whether month six is a review or an argument.
Before the engagement starts
Not sure which of the six you are missing?
Free to your firm. The agency pays us, and only if the relationship works, which is why we would rather spend an hour on your baseline now than introduce somebody into an engagement nobody can measure.
Get a recommendationWho at the firm is allowed to approve what
The approval note is four lines long and it prevents two failures that look like agency failures and are not. One is work stalling because the only person who can approve anything is in client meetings until Thursday. The other is work going out that a partner would have stopped.
Name one person who can approve copy, one who can approve spend, and the figure above which neither can act alone. Set a review window, so silence after a stated number of working days counts as approval rather than an open question. A UK firm in a regulated sector should also name what cannot go through the marketing route at all.
When you should not sign anything yet
If the firm cannot state what it wants to be different in twelve months, no document on this list will help, and a scope note written to fill the gap is worse than none.
Two other situations are worth pausing on. One is where nobody at the firm owns the relationship, so the approval note becomes fiction the week it is signed. The other is where the shortlist came from a directory profile, because what those listings actually verify is mostly solvency and identity rather than delivery.
Where an engagement is already running, the same six apply in reverse, and what a retainer actually covers is the honest starting point, because a retainer schedule says what is included and never to what standard. Partners who would rather test the brief than replace the supplier can see what we assess before recommending anyone.
Frequently asked questions
What partners ask before an engagement starts.
Is a signed agency contract enough on its own?
Rarely. A terms document settles liability, notice, the term and the governing law. It does not usually record what the work has to achieve, or who holds the top level right on each account. Those belong in their own short documents.
What should the scope document say about results?
One measure, and the account and date it is read in. An activity list commits an agency to attendance. A named measure with a reading date is the only version a partner can test without an argument about what was meant.
What happens if the agreement sets no date for payment?
The statute supplies one. Section 4 of the Late Payment of Commercial Debts (Interest) Act 1998 makes the relevant day the last day of a 30 day period, running from the later of performance and notice of the amount. Statutory interest runs from the day after.
Does a firm need to record a baseline before the work starts?
It is the cheapest document on the list and the only one that cannot be reconstructed afterwards. Without the figures as they stood on the start date, no UK supplier can be held to an improvement, and none can be cleared of failing to deliver one.
Can the paperwork be put in place after work has started?
The terms and the access register can both be agreed late, and late is better than never. The baseline cannot, because the figures have already moved. Where work has begun, record the baseline from the earliest reliable date and say in writing which date it is.
Sources and useful reading
- Late Payment of Commercial Debts (Interest) Act 1998, section 1, for the implied interest term.
- Section 4, for the relevant day and the 30 day period.
- Section 8, for when a term excluding statutory interest is void.
- Late commercial payments: charging interest and debt recovery, for the prescribed rate and the recovery sums.
- Supply of Goods and Services Act 1982, section 13, for the implied standard.
This article is commercial decision support and is not legal advice. Each statutory position summarises the provision linked beside it, located on 27 September 2026. It is not a substitute for advice on a particular agreement. Nothing here describes the terms offered by any named agency.