Agency Agreement

01Scope of work

The Agency will provide professional paid advertising management across Meta Ads and Google Ads on behalf of the Client’s dental practice. Services include:

• Strategic planning, campaign setup, and full execution of paid ad campaigns.
• Audience research, keyword research, targeting strategy, and A/B testing.
• Daily monitoring, optimisation, and bid management across both platforms.
• Creative direction guidance for ad copy and visual assets.
• Monthly performance reporting with lead counts, cost per lead, and acquired patient tracking.
• Scaling of successful campaigns based on performance data.
• Call tracking setup and management (tracking numbers remain under Agency control; Client receives view-only access).

Platforms covered: Meta Ads (Facebook & Instagram) and Google Ads (Search, Local Services Ads). Any additional platforms require a separate written agreement.

02Definition of conversion

A “Conversion” or “Acquired Patient” for the purposes of performance fee calculation is defined as follows:

Verification: The Agency controls all call tracking infrastructure. The Client agrees to provide monthly confirmation of attended appointments for performance fee reconciliation. In the event of a dispute, Agency call tracking records are the primary source of truth. A maximum of 30 Conversions per month will be billed under the performance fee, regardless of actual volume, unless both parties agree in writing to revise this cap.

03Payment terms

3.1 — Testing Phase (Month 1 Only)

Note: The Testing & Setup Fee covers campaign build, pixel/tracking installation, call tracking setup, and the first month of management. Ad spend is paid directly to the platform by the Client or transferred to the Agency prior to launch.

3.2 — Ongoing Model (Month 2 Onwards)

Agreed Rates: The specific Management Fee and Per-Conversion fee applicable to this Client are documented in the signed Schedule A (attached). Ad spend is separate from all agency fees and is paid directly to Google or Meta.

Late Payments: Invoices not settled within 7 days of the due date may result in a temporary pause of all campaign activity. The Agency is not liable for any loss of performance or leads during a payment-related pause.

04Ad account access & ownership

• The Client retains full ownership of their Meta Business Manager account and Google Ads account at all times.
• The Agency will be added as a partner/manager — never as the account owner.
• If the Client does not have existing ad accounts, the Agency may assist in creating them. Ownership must be transferred to the Client before or upon campaign launch.
• The Client is responsible for ensuring ad accounts are adequately funded at the start of each month.
• Campaign assets created by the Agency (ad copy, audience configurations, campaign structures, creative briefs) remain the intellectual property of the Agency until all outstanding invoices are settled in full, at which point assets are transferred to the Client upon written request.
• Call tracking numbers and configurations remain under Agency control for the duration of the agreement. Upon termination and full payment, tracking data will be made available to the Client.

05Data & patient privacy

The Client acknowledges that this Agreement involves the handling of lead data related to potential dental patients. Both parties agree to the following:

• The Agency will not share, sell, or use any lead or patient data for any purpose other than managing and optimising the Client’s campaigns.
• The Client is responsible for ensuring their own practice operations comply with applicable patient privacy laws in their jurisdiction.
• Where required by law (including but not limited to HIPAA in the United States), the Client agrees to execute a separate Business Associate Agreement (BAA) with the Agency prior to campaign launch. The Agency will provide this document upon request.
• All call recordings captured via Agency-controlled call tracking are stored securely and accessible only to the Agency and Client. Recordings will not be shared with third parties.

06Minimum commitment & termination

Minimum Commitment: This Agreement requires a minimum commitment of 3 months from the date of first campaign launch. This is necessary to allow ad algorithms sufficient time to exit the learning phase and produce reliable performance data. Early termination within this period does not entitle the Client to a refund of management fees paid.

After Month 3: The Agreement continues on a month-to-month basis. Either party may terminate by providing 30 days written notice via email to the other party.

Upon Termination:

• All outstanding invoices must be settled within 7 days of the termination effective date.
• The Agency will provide a final performance report covering the last active month.
• Ad account access will be removed by the Agency within 5 business days of full payment.
• Campaign assets and tracking data will be made available to the Client following settlement of all outstanding amounts.

Immediate Termination: The Agency reserves the right to suspend services immediately and without notice in the event of non-payment exceeding 14 days, or any breach of this Agreement by the Client.

07Agency responsibilities & limitations

The Agency commits to:

• Managing campaigns diligently and in the Client’s best interest.
• Providing a monthly performance report by the 5th business day of the following month.
• Notifying the Client within 24 hours of any ad account suspension, significant budget deviation, or platform policy issue.
• Conducting a minimum monthly review call or written update with the Client.

The Agency is not liable for:

• Changes to Meta or Google advertising algorithms, policies, or platform features outside the Agency’s control.
• Lead quality issues caused by the Client’s front desk failing to respond to or follow up on inbound leads in a timely manner.
• Performance outcomes directly caused by the Client’s failure to fund ad accounts on time.
• Results during the first month (testing phase), which are expected to underperform relative to optimised months.
• Any regulatory or compliance issues arising from the Client’s own business operations, advertising claims, or dental board regulations in their jurisdiction.

08Client responsibilities

• Provide all necessary platform access within 5 business days of signing.
• Fund the ad account at the start of each month before campaign activation.
• Respond to inbound leads (calls, messages, form submissions) within a maximum of 1 hour during business hours. The Client acknowledges that slow lead response is the single largest factor outside the Agency’s control affecting conversion rates.
• Provide monthly confirmation of attended new patient appointments for performance fee reconciliation, within 5 business days of month end.
• Notify the Agency of any practice closures, changes in services offered, or significant operational changes that may affect campaign strategy, with a minimum of 5 business days notice.
• Ensure that all claims made in advertisements approved by the Client comply with applicable advertising standards and dental board regulations in their jurisdiction.

09Confidentiality

• All financial terms, fee structures, and performance data contained in this Agreement.
• Business strategies, campaign data, audience configurations, and ad performance metrics.
• Any proprietary information shared by either party in the course of this engagement.

10Intellectual property

Campaign assets created by the Agency (including ad copy, creative briefs, audience structures, and campaign configurations) remain the Agency’s intellectual property during the term of this Agreement. Upon termination and full settlement of all outstanding invoices, the Agency will transfer ownership of all campaign assets to the Client within 10 business days.

The Client grants the Agency a non-exclusive licence to use the Client’s brand assets (logos, images, brand guidelines) solely for the purpose of creating and running ad campaigns under this Agreement.

11Dispute resolution

12Governing law

This Agreement is governed by the laws of the nation. Please complete this field before signing.