PR agency contract terms UK: what to check before signing

What to take away

UK PR agency contracts should pin down scope, fees, payment terms, notice, exit, intellectual property, confidentiality and data roles before work starts.
English law governs most England-based agreements, but B2B liability caps and exclusions still need qualified legal review.
Check the notice trigger and renewal date, not just the headline 30, 60 or 90 days.
Personal data clauses must fit Article 28 of the UK GDPR and the Data Protection Act 2018; advertising claims must fit the CAP Code.

Scope, team and exclusivity

List deliverables, channels, reporting and approval routes, and say what counts as extra work. A vague scope is the usual source of fee disputes. See six commercial contract decisions for legal review for the wider list.

Name the account team and add a key-person clause, so you can review the deal if the senior person leaves. Ask the agency to disclose competing clients, and decide whether you need exclusivity or a conflicts clause.

Fees, expenses and payment terms

Say whether the fee is a monthly retainer, a project fee or a mix, and what any performance element depends on. Compare the mechanics against PR agency charging structures.

Expenses need a rule: what is billable and whether larger items need written approval. Fix the payment days. Late payment between businesses is covered by the Late Payment of Commercial Debts (Interest) Act 1998: statutory interest of 8 percent over the Bank of England base rate plus fixed compensation of £40, £70 or £100 per invoice, depending on the size of the debt. A contract can replace this only with a substantial remedy for late payment.

Governing law and jurisdiction

A PR agency contract usually names English law and the courts of England and Wales. That choice decides how disputes are handled. If the agency operates from Scotland or Northern Ireland, the legal system differs. Check whether governing law and jurisdiction point to the same place.

Contract clause checks

Clause

Governing law: England/Wales, Scots, NI
Jurisdiction: Named courts
Liability cap: Fees, fixed sum, multiple
Exclusions: Consequential loss, negligence, data breach

Check

Governing law: Which court and rules
Jurisdiction: Where a claim is heard
Liability cap: Limits what client recovers
Exclusions: Can remove main remedy

Practical effect

Governing law
Jurisdiction
Liability cap
Exclusions

The Unfair Contract Terms Act 1977 limits some exclusions and liability caps in business contracts. It does not make every harsh term void. Excluding liability for death or personal injury caused by negligence is not enforceable. Other exclusions must satisfy a reasonableness test.

Scotland is covered by a different Part of the Act, so take local advice if Scots law is chosen.

Clause	Check	Practical effect
Governing law	England and Wales, Scots law or Northern Ireland	Determines which court and rules apply
Jurisdiction	Named courts	Decides where a claim is heard
Liability cap	Fees paid, fixed sum or multiple	Limits what the client can recover
Exclusions	Consequential loss, negligence, data breach	Can remove the main remedy

A cap tied to fees paid can be low for a campaign that causes reputational harm. Ask whether data protection and confidentiality breaches sit outside it, and whether the agency holds professional indemnity insurance.

Notice periods, termination and exit

PR agency notice periods in UK contracts often set 30, 60 or 90 days. The number alone is not the risk. Check when notice can be served, whether it must align to a renewal date, and whether email counts.

Notice and exit checks

Find initial term, start date, renewal
Identify who serves notice and form
Check convenience, breach, insolvency triggers
Confirm fees due during notice
Ask for exit assistance and data return

A long notice period can trap a client after a poor campaign. Separate termination for convenience from termination for cause. For cause, look for a material breach with a time to remedy, plus insolvency. On exit, agree unpaid fees, work in progress and handover of assets, media lists and log-ins.

Intellectual property, confidentiality and data

Copyright in campaign copy, images and designs normally belongs to the creator unless the contract assigns it (Copyright, Designs and Patents Act 1988). Check whether the agency assigns rights on payment or grants a licence, and licence third-party assets separately.

A confidentiality clause should cover embargoed news and client lists and survive the end of the contract.

A PR agency often handles journalist contacts, influencer data and customer lists. The contract should say who is controller and who is processor. Where the agency is a processor, Article 28 UK GDPR requires a written contract covering the subject matter, duration, nature and purpose of processing, the type of data and the categories of people. It must also require processing only on documented instructions, confidentiality, security, sub-processor consent, help with data subject rights, deletion or return, and audit access.

Advertising claims in PR material must fit the CAP Code, published by the Advertising Standards Authority. Rule 3.1 prohibits materially misleading claims, rule 3.7 requires documentary evidence for objective claims, and rule 2.1 requires marketing to be obviously identifiable as such.

Put approval routes in the contract: who signs off a release, and what happens out of hours. The UK rules that can reach PR work are a useful cross-check.

A pre-signature checklist

Match the contracting entity to its Companies House record.
Confirm scope, deliverables, approval routes and the named account team.
Read the fee schedule, expenses policy, payment days and performance element.
Check exclusivity, conflicts and confidentiality.
Check notice, renewal, termination for cause and exit assistance.
Trace intellectual property, licences and moral rights waivers.
Check data roles, sub-processors, breach notice and the liability cap.
Decide whether governing law and jurisdiction suit your business.

Common questions

What notice period is common in a UK PR agency contract?

Common periods are 30, 60 or 90 days, but notice may be tied to a renewal date. Check who may serve it, in what form, and what fees continue.

Can a client exit a PR agency contract early?

Only if the contract allows termination for convenience, breach or insolvency. Otherwise early exit may trigger fees in lieu, third-party costs or a settlement.

Who owns the campaign assets?

Copyright usually stays with the creator unless the contract assigns it. Ask for assignment on full payment or a broad licence, and check third-party assets separately.

Does Scottish law change the position?

Scotland has its own legal system and courts. If the agency is based there, check whether the contract chooses Scots law or English law, and take advice from a solicitor in that jurisdiction.