Digital Marketing Agency Contract: Terms to Read First

A digital marketing agency contract is the one document that decides what you get for your monthly fee. Before you sign, check five things: scope, reporting, account ownership, fees and exit terms. Put each one in writing, in words both sides understand.

This checklist is for Vietnamese business owners who hire an agency for search, social media, paid ads or web work. It is general information, not legal advice. For a large deal, ask a Vietnamese lawyer to read the final draft.

Why the written contract matters

Vietnam's Law on Advertising says that cooperation between the people in advertising work must be set out in an advertising contract. The law calls the business that wants to advertise the advertiser. It calls the agency an advertising service provider, which does one or more steps of the advertising process under that contract.

The Civil Code of 2015 adds a plain rule. Parties are free to agree the contents of a contract. It lists what a contract may cover: the object of the contract, quantity and quality, price and payment method, time and place of performance, rights and duties, liability for breach, and how disputes are settled. Use that list as a base. If your draft is silent on one of these, ask why.

Sources: Law on Advertising, Law No. 16/2012/QH13, National Assembly of Vietnam, June 21, 2012, English translation at english.luatvietnam.vn; Civil Code, Law No. 91/2015/QH13, National Assembly of Vietnam, 2015, English translation at english.luatvietnam.vn

Scope of work and what counts as done

Vague scope causes most agency disputes. "Manage social media" can mean three posts a week or thirty. List each task, how many, how often and who approves it.

• Name every channel, such as Facebook, Google Ads or the company website.
• State the number of deliverables per month, such as posts, ad sets, articles or reports.
• Set review steps: how long you have to approve work, and what happens if you stay silent.
• Say how many rounds of changes are included before extra fees apply.
• Name the people who will do the work, and say what happens if they leave.

The Civil Code treats quality and timing as normal contract terms. Write a deadline for each deliverable so that a late delivery is clear to both sides.

Sources: Civil Code, Law No. 91/2015/QH13, National Assembly of Vietnam, 2015, English translation at english.luatvietnam.vn

Reporting and results

Agencies can rarely promise a rank or a sales number, because search engines and ad platforms change. A fair contract does not hide that. It sets what the agency will report and when.

Ask for a monthly report with the same measures each time, such as spend, clicks, leads and cost per lead. Ask where the numbers come from. The best source is your own account on the platform, not a screenshot made by the agency.

The Law on Advertising also puts duties on the advertiser. You must give the agency accurate information about your products and services and the papers that prove you may advertise them, and you are responsible for it. The agency must check those papers before it carries out the contract. Put this in the contract, so both sides know who supplies what.

Sources: Law on Advertising, Law No. 16/2012/QH13, National Assembly of Vietnam, June 21, 2012, English translation at english.luatvietnam.vn

Account ownership and access

This is the term owners forget. Decide in writing who owns the ad accounts, the website login, the domain name, the social pages and the files the agency makes for you.

• Create ad and analytics accounts in your own business name, then give the agency access.
• Keep at least one admin login for yourself on every account.
• State that designs, copy and videos paid for by you belong to you, or say exactly which parts the agency keeps.
• Require the agency to hand over logins and files within a set number of days when the contract ends.

A contract that is silent on this can leave you unable to reach your own customers' data or ad history after a split.

Fees, payment and penalties

The Civil Code lists price and payment method as core contract terms. Make yours exact. Separate the agency's management fee from the ad budget paid to the platform. State whether the ad budget goes to the agency or is paid by your own card, and who answers if a platform charge is wrong.

Check for extra charges: set-up fees, design fees, rush fees and report fees. Ask for an invoice schedule with dates. Say what currency applies and whether tax is included.

The Civil Code also lets the parties agree a penalty for breach. It is a sum of money the breaching party pays, and the parties agree the level unless another law says otherwise. If the parties do not state that both a penalty and damages apply, the breaching party pays only the penalty. Read any penalty clause with this in mind, and check that it applies to both sides, not only to you.

Sources: Civil Code, Law No. 91/2015/QH13, National Assembly of Vietnam, 2015, English translation at english.luatvietnam.vn

Exit terms and how to leave

Many owners sign for twelve months and find they cannot leave. Look for three items: the term, the notice period and the reasons that let you end the contract early.

Under the Civil Code, a party may end performance of a contract without paying damages if the other side commits a serious breach, or if the parties agreed that right in advance. The party that ends it must tell the other side straight away, or it may owe compensation for any damage. The contract then ends when the other side receives the notice. So write down the notice method, such as a letter or an email to a named address.

Add a clause for the final month: the agency delivers the last report, hands over all accounts and files, and issues a last invoice. Add a way to settle disputes, such as talks first, then a named court or arbitration body.

Sources: Civil Code, Law No. 91/2015/QH13, National Assembly of Vietnam, 2015, English translation at english.luatvietnam.vn

A short checklist before you sign

• Is every task, number and deadline written down?
• Do you own the accounts and the work you paid for?
• Do you know exactly what you pay, and when?
• Can you leave, and how, if the work is poor?
• Does the contract treat both sides the same way on penalties?

Take the draft home, read it twice, and ask the agency to explain any line you do not follow. A good agency will welcome the questions.

Sources: Law No. 91/2015/QH13 on the Civil Code (Articles 385, 398, 418 and 428), National Assembly of Vietnam; Law No. 16/2012/QH13 on Advertising (Articles 2, 6, 12 and 13), National Assembly of Vietnam.