PPC Management Agreements For Digital Agencies

Yes - if your agency manages paid ads for clients, you should have a written PPC management agreement before you touch their campaigns, budgets or ad accounts.

The reason is simple: PPC work can blur the line between strategy, creative, media spend, platform rules and performance. A good agreement makes it clear what you're responsible for, what the client controls, and what happens if results don't land the way everyone hoped.

For a PPC management agreement in NZ, the biggest issues are usually service fees, ad spend, approvals, reporting, account ownership, privacy and the limits of what you can promise under New Zealand consumer and advertising laws.

Do You Need A PPC Management Agreement In New Zealand?

Yes, you need one if you're managing paid search, paid social or other digital ad campaigns for clients. Even if you have a friendly relationship with the client, PPC work involves money moving quickly and decisions being made under time pressure.

Without a written agreement, you may struggle to recover unpaid invoices, stop a client from blaming you for platform changes, or prove that the client approved a particular budget or campaign direction.

Your PPC management agreement should sit alongside, or be built into, your broader service agreement or client terms and conditions. It can cover services such as:

• Google Ads campaign setup and management
• Meta, LinkedIn, TikTok or other paid social campaigns
• Keyword research, audience targeting and conversion tracking
• Landing page recommendations
• Ad copy and creative coordination
• Weekly or monthly reporting
• Budget pacing and spend recommendations
• Campaign audits and optimisation

Say you run a Christchurch digital agency and a client asks you to manage $8,000 a month in Google Ads. Your monthly management fee is $1,500, but the client assumes that includes the ad spend. You start the campaigns, the client gets fewer leads than expected, and then refuses to pay your invoice. A clear agreement could have separated your fee from the ad budget, set out the reporting process and made it clear that results aren't guaranteed.

What Should Your Google Ads Management Contract Cover?

Your Google Ads management contract should cover the scope of work, payment structure, client approvals, account access, reporting and limits on liability. The more clearly you define your role, the less room there's for confusion later.

At a minimum, your digital advertising agreement should cover:

• Services: what you'll do, such as setup, campaign management, testing, reporting or strategy calls.
• Exclusions: what you don't do, such as website development, landing page copy, CRM setup or sales training unless specifically included.
• Fees: your management fee, setup fee, audit fee or percentage of ad spend.
• Ad spend: how much the client has authorised, how it will be paid and who is responsible for platform charges.
• Approvals: when the client must approve ad copy, creative, landing pages, budgets or campaign changes.
• Reporting: what reports you provide, how often and what metrics they include.
• Access: who owns the ad account, who has admin access and what happens when the relationship ends.
• Platform rules: how you handle rejected ads, account reviews, policy changes and suspensions.
• No guaranteed results: a clear statement that you can't guarantee clicks, leads, sales, rankings or return on ad spend.
• Term and termination: how long the arrangement lasts and how either side can end it.

This doesn't have to be complicated. The goal is to make the commercial deal obvious before anyone spends the client's money.

What About PPC Agency Terms And Conditions?

PPC agency terms and conditions are useful if you provide similar services to many clients. They can set out your standard payment terms, intellectual property rules, privacy obligations and cancellation process.

However, templates often miss PPC-specific details, especially around ad account ownership and budgets. Your standard terms usually work best when you pair them with a proposal or statement of work that names the platforms, budgets, fees and reporting schedule for that client.

How Should You Separate Agency Fees And Ad Spend?

You should separate agency fees and ad spend clearly, because they're different costs and create different responsibilities. Your management fee pays for your work, while ad spend is money paid to advertising platforms such as Google, Meta or LinkedIn.

Your agreement should say whether ad spend will be:

• paid directly by the client to the platform using the client's payment method
• paid by you and recharged to the client
• held as a prepayment before campaigns go live
• managed through an agreed monthly spend cap

For most agencies, the cleaner approach is for the client to pay the platform directly. That way, you're not carrying large media costs on your own credit card, and the client has a clear record of the platform charges.

If you do pay ad spend and recharge it, your ad spend management contract should be very specific. You may want clauses covering:

• when the client must prepay or reimburse ad spend
• whether you can pause campaigns if funds aren't received
• whether any card fees, currency conversion fees or platform taxes are passed on
• what happens if the platform charges more than the expected daily budget because of pacing or overspend rules
• whether unused ad spend is refunded, credited or reconciled at the end of the month

Be careful with how you describe pricing. Under the Fair Trading Act 1986, you shouldn't mislead clients about what is included in your fees or how pricing works. If your package is $2,000 plus ad spend, say that clearly. Don't market it in a way that could make the client think the ad budget is included.

Who Owns The Ad Account And Campaign Data?

It depends on the arrangement, but your agreement should say exactly who owns the ad account and what access each party has. This is one of the most common pressure points when a PPC relationship ends.

There are a few common models:

• Client-owned account: the client owns the Google Ads or social ad account, and your agency receives manager or admin access.
• Agency-owned account: your agency runs campaigns through an account you control, sometimes under a central manager account.
• Hybrid setup: the client owns the account, but your agency owns certain templates, strategy documents, reporting formats or know-how.

For many clients, a client-owned account feels safer because they can keep their campaign history, pixels, audiences and conversion data if they change agencies. For agencies, this model can still work well if your agreement protects your confidential methods, templates and unpaid work.

If you use an agency-owned account, be extra clear. The client may assume they can take the account, campaigns and data when they leave. If that's not your position, your agreement should say so upfront.

You should also cover what happens on termination. For example:

• when access will be removed
• whether campaign data will be exported
• whether unpaid invoices must be paid before handover support is provided
• what happens to tracking tags, pixels and conversion events
• whether you'll provide transition assistance, and at what cost

If campaign data includes personal information, the Privacy Act 2020 may also apply. This can happen where you manage customer lists, remarketing audiences, lead forms or analytics data that identifies or can reasonably identify a person. Your agreement should cover how personal information is handled, who is responsible for privacy notices, and what happens if there's a privacy breach.

Can You Promise PPC Results?

No, you shouldn't promise specific PPC results unless you're genuinely able to back them up. Paid ads are affected by the client's website, offer, pricing, sales process, competition, market conditions and platform algorithms.

It's fine to say you'll use reasonable care and skill, follow the agreed strategy and optimise campaigns based on available data. It's risky to promise a certain number of leads, sales or a fixed return on ad spend.

Your agreement should include a no guaranteed results clause covering things like:

• ad impressions
• click-through rates
• cost per click
• cost per lead
• sales volume
• revenue
• profit
• return on ad spend
• organic or paid rankings

This isn't just about managing expectations. The Fair Trading Act 1986 can apply to business advertising and representations you make to clients. If your sales page says you can double a client's revenue in 30 days, but that's not a claim you can substantiate, you could be creating risk for your business.

The Consumer Guarantees Act 1993 can also be relevant where services are supplied to a consumer. Many PPC clients will be businesses, and in some business-to-business contracts it may be possible to contract out of certain Consumer Guarantees Act obligations if the legal requirements are met and it's fair and reasonable. Whether that works depends on the client and the deal, so it's worth getting tailored wording rather than relying on a broad disclaimer.

A Practical Example

Mia runs a small Auckland agency. She manages Google Ads for a dental clinic and recommends a $5,000 monthly ad budget. The clinic expects 80 new patient bookings in the first month because a previous agency promised similar numbers.

Mia's agreement says she will manage the campaigns, report monthly, and optimise based on search terms, conversion data and budget performance. It also says results aren't guaranteed and the clinic is responsible for its landing pages, pricing, intake process and booking follow-up.

When the first month brings 38 enquiries and 18 bookings, the clinic is disappointed, but there's a clear framework for discussing performance. Mia can point to the agreed metrics, show the optimisation work and recommend next steps without being treated as though she guaranteed a particular revenue outcome.

What Happens If Ads Are Rejected Or The Platform Suspends An Account?

Your agreement should say that platform decisions are outside your full control. Google, Meta, TikTok, LinkedIn and other platforms can reject ads, restrict targeting, request verification, change policies or suspend accounts.

This matters because clients often see platform problems as agency problems. Sometimes they're caused by ad copy or targeting, but other times they come from the client's industry, landing page claims, payment issues, previous account history or platform enforcement decisions.

Your PPC management agreement should cover:

• whether you'll help respond to rejected ads or policy reviews
• whether appeal work is included or charged separately
• how quickly the client must provide documents, business verification details or proof of claims
• whether campaigns can be paused during a review
• whether your fees still apply while a platform issue is being resolved
• what happens if the client's industry is restricted or banned by a platform

Your service agreement should also require clients to give you accurate information. If a client makes claims about health products, financial services, employment opportunities or pricing, you need to know those claims are accurate and supported. New Zealand advertising is also affected by rules such as the Fair Trading Act 1986 and sector-specific requirements, depending on the product or service being promoted.

If you write or approve ad copy, your agreement should make the approval process clear. You might say that the client is responsible for final approval of factual claims, pricing, promotions and legal compliance for their own products or services.

How Should Reporting And Approvals Work?

Your agreement should set a simple reporting and approval process so clients know what they will receive and when they need to respond. PPC moves quickly, so vague approval processes can slow campaigns down or create arguments later.

A useful reporting clause might cover:

• monthly reports by email or dashboard
• the metrics included, such as spend, clicks, conversions, cost per conversion and campaign notes
• whether reporting includes commentary or just data
• whether meetings are included, and how often
• whether extra analysis is charged separately

For approvals, think about what actually needs the client's sign-off. You may want approval for:

• initial strategy and campaign structure
• monthly budgets and budget increases
• ad copy and creative assets
• landing page changes or tracking scripts
• new platforms or campaign types
• major targeting changes

Your agreement can also say what happens if the client doesn't respond. For example, you might be allowed to pause the affected work, continue with previously approved campaigns, or treat certain low-risk optimisation changes as pre-approved within the agreed scope.

That last point can be very helpful. If every keyword adjustment needs written approval, your campaigns may become hard to manage. A balanced agreement lets you make ordinary optimisation decisions while still getting approval for major budget or strategy changes.

What Other Legal Clauses Should Your Digital Advertising Agreement Include?

Your agreement should include the usual commercial protections as well as PPC-specific clauses. These terms help your agency run smoothly, get paid on time and reduce misunderstandings.

Consider including clauses for:

• Payment terms: when invoices are issued, when they're due and what happens if they're late.
• Suspension rights: when you can pause work for non-payment or missing client information.
• Client responsibilities: providing access, brand assets, approvals, accurate claims and timely feedback.
• Confidentiality: protecting strategy, pricing, campaign data, customer information and business information.
• Intellectual property: who owns ad copy, creative, reports, templates and strategy documents.
• Subcontractors: whether you can use freelancers or specialist contractors, and how confidentiality is managed.
• Liability limits: sensible limits on your exposure if something goes wrong, subject to what the law allows.
• Privacy: handling personal information, lead data, customer lists and analytics access under the Privacy Act 2020.
• Term and termination: notice periods, minimum terms, handover and final invoicing.

If your agency is a company, make sure your contracting details match your Companies Office record and New Zealand Business Number details where relevant. Using the right legal entity name helps avoid confusion about who the client has actually contracted with.

You should also keep your public sales material aligned with your contract. If your website promises unlimited changes, instant leads or guaranteed growth, your agreement may not fully protect you from those statements. Your proposal, website, emails and agreement should tell the same story.

Key Takeaways

• A PPC management agreement helps separate your agency's services from the client's ad spend, approvals and business outcomes.
• Your agreement should be clear about who owns the ad account, who controls access and what happens when the relationship ends.
• You should avoid guaranteeing clicks, leads, sales or return on ad spend, because many factors sit outside your control.
• Platform suspensions, rejected ads and policy changes should be covered so clients understand the limits of your responsibility.
• Privacy, Fair Trading Act and pricing issues can all matter when you manage paid advertising for New Zealand clients.
• Your PPC terms will usually work best when they're tailored to your services, platforms, pricing model and client approval process.

If you'd like help with your PPC management agreement, agency terms and conditions, ad spend clauses or privacy wording, you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.