Email marketing agency contract: what to check before you sign

Quick note: I'm not a lawyer and this isn't legal advice. Have a lawyer read any contract before you sign it.

Who owns my Klaviyo account?

You should. Klaviyo allows one Owner per account, and only the current Owner can transfer ownership to someone else. The Owner controls billing and is the only role that can close the account.

So the contract should say three things. You're the Owner. The agency gets a user role. I ask for full Admin, so I can add my teammates and handle settings without asking you every time, and you stay the Owner. And everything built inside the account, including flows, templates, segments and sign-up forms, stays in your account if you part ways.

That's how I work. Everything I create for a brand while we work together becomes theirs when the partnership ends, and they're free to use it however they want.

Red flags:

• The account was created under the agency's email, so the agency is the Owner.
• A clause saying templates or flows are the agency's property.
• "We'll hand it over when the contract ends."

If an agency already owns your account, ask them to transfer it to you now, while things are friendly. It takes a few clicks on their end.

What payment terms are normal?

Most agencies ask for something up front, and that's fine. On a retainer, I take the first month as a down payment. It covers the installation, so the setup time and effort are paid for before the work starts.

Prepaying for a longer stretch can be fine too, depending on the situation. My 90-day accelerator is prepaid. It's mapped out in detail, and the brands know exactly where they're headed during that period.

That's the line to look for. If you're paying for time up front, you need to know exactly what you're getting for it. Several months up front with no defined setup is a warning sign. If an agency can't tell you what you're getting for that prepaid time, you probably shouldn't hire them.

Check these in the payment section:

• How much is due before work starts, and what exactly it covers
• When invoices are due after that
• What happens to prepaid money if the setup never gets delivered
• Whether the price can change mid-term, and with how much notice

For what agencies actually charge, see what a Klaviyo agency costs in 2026.

What's included each month?

Vague scope is where most contract fights start. "Email marketing management" could mean four campaigns or forty.

The scope section should answer:

• How many campaigns per month, and whether SMS is included
• Which flows get built, and which existing ones get maintained
• Who writes the copy and who designs the emails
• Whether segmentation, sign-up forms and list growth are in or out
• How many calls you get, and how fast they reply
• Who does the work day to day

That last one matters more than it looks. If the person you met on the sales call isn't named anywhere, you might never talk to them again. My clients work with me directly, and the person on the strategy call stays on the account.

Also check what's out of scope and what it costs. A cheap retainer with a long list of add-ons isn't cheap.

How long is the term, and what's the notice period?

What matters is that it's written down and you understand it before you sign.

Check:

• The minimum term, if there is one
• Whether it auto-renews, and when
• How many days' notice you have to give, and in what form
• What you owe during the notice period
• Whether either side can end early if something goes wrong

My minimum term is usually three months, because that's the optimal amount of time to get results. The flows go live in the first week, and the weeks after that are when the data comes in and I personalize them. A lot of brands notice a lift in the first 30 days. Most see it within 90. Whatever the term is, you want a clear point where you sit down and decide whether to keep going.

My notice period is 15 or 30 days, depending on the contract and what the brand prefers. I don't want to hold any brand hostage. If a brand wants to leave, the goal is to get them out as quickly as possible.

What contract term hurts brands the most?

Anything that locks you in for a long time. Those terms tend to be aggressive, and they can do real damage, because results are never guaranteed. If it isn't working, you're still paying.

The same goes for software. Sign a long-term software contract and the provider can hold the data stored in their software. If you stop paying, they can hold it hostage, because you don't actually own it.

When I work with a brand, it's the opposite. Everything I create belongs to the brand. The strategy is mine, but I won't delete the automations, segments or pop-ups I built when we part ways.

What should the contract say about reporting?

At minimum: how often you get a report, and what's in it.

Push for clicks, revenue per recipient, and email's share of your total Shopify revenue month over month. Push back on a report that leads with open rate. Across 4 consumable brands, click rate tracked revenue at 0.65 and open rate at 0.32. Apple Mail auto-opens pushed open rates past 85% on some segments, so an open rate can look great while revenue goes nowhere.

Where these numbers come from

The pooled numbers come from 4 consumable brands, 2,897 campaigns and $17.7M in email revenue. It's a small sample, so treat them as directional.

Attribution and performance fees: get it in writing

Attribution decides how revenue gets tracked, so changing the settings can swing the revenue number a lot. The settings should be agreed before the contract is signed, or written into the contract itself. And the contract should say who's allowed to change them.

That goes double if any part of the agency's pay is tied to revenue. A performance fee is only as fair as the way revenue gets counted.

Klaviyo credits a sale to an email if someone opened or clicked within the attribution window and then bought. That means some of the "email revenue" is sales your ads or your brand would have made anyway. Here's how Klaviyo attribution works and where it overcounts.

So the contract should spell out:

• Which revenue counts: email-attributed, growth over a baseline, or total store revenue
• The attribution window, in days, for opens and for clicks
• Whether opens count at all, and whether Apple Mail auto-opens are excluded
• The baseline, and whether flows that were already earning count toward the fee
• Any cap or floor on the fee
• Who can change attribution settings, and what happens to the fee if they do

More on the model itself in what to know before hiring a performance-based email marketing agency.

One more thing. A contract with a guaranteed revenue number is a red flag, not a selling point. Nobody knows what your list will do until they've seen it. I don't guarantee results.

What happens when you leave?

Plan the exit before you sign, while everyone's getting along. The contract should cover:

• Access. When the agency's users get removed, and who removes them. If you're the Owner, you can do it yourself.
• What you keep. Every flow, segment, template and sign-up form built in your account stays there. Nothing gets deleted on the way out.
• Documentation. A written list of every live flow and what it does, the main segments, any discount codes flows rely on, and any integrations or API keys the agency set up.
• Work in progress. What happens to campaigns that are already scheduled.
• Final invoice. What's owed for the notice period, and nothing after it.

When you do switch, don't pause your flows during the handover. Add the new agency before you remove the old one, so nobody's locked out. Here's the full process for switching email marketing agencies without losing revenue.

FAQ

WRITTEN BY Jack White

Founder of Bardown Digital, a Chicago-based Klaviyo email and retention agency for Shopify brands. He's worked with brands doing $500K to $100M a year, with $100M+ in email-attributed revenue across them.

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