White Label Agreements For Digital Agencies

Can you deliver work under another agency's brand, or resell someone else's work to your own clients? Yes, you can - but you need the right agreement behind the scenes so everyone knows who is responsible for what.

White label work can be a brilliant way to grow your digital agency. You can add new services without hiring a full team, fill capacity gaps, or become the specialist partner other agencies trust to deliver.

The tricky part is that the end client often only sees one brand. If a deadline slips, an ad account is suspended, or a website handover gets messy, the question quickly becomes: who fixes it, who pays, and who is allowed to speak to the client?

A clear white label agreement keeps those issues from becoming awkward disputes. It should cover confidentiality, end-client contact, attribution, service levels, liability flow-down and ownership of deliverables.

What Is A White Label Agreement For A Digital Agency?

A white label agreement is a contract that lets one business provide services that another business sells under its own brand.

For digital agencies, this can cover services such as:

• Paid ads management
• SEO
• Website design and development
• Copywriting and content marketing
• Email marketing
• Branding and design
• Social media management
• Analytics, tracking and reporting
• Marketing automation or CRM setup

There are two common setups.

First, you might be the delivery partner. Another agency sells the service to its client, but you do the work in the background.

Second, you might be the reseller. You sell a service to your client, but another provider delivers some or all of it for you.

Say Maya runs a small paid ads agency in Manchester. A web design agency asks Maya to manage Google Ads for its clients under the web agency's brand. The end clients receive reports with the web agency's logo, and Maya doesn't attend client calls unless invited. That's classic white label work.

The agreement should make that setup clear from day one. It should say what is being delivered, who manages the end client, whose brand appears on the work, and how issues are escalated.

Do You Need A Written White Label Services Contract In The UK?

Yes, you should have a written contract if you're providing or reselling white label services in the UK.

You can technically form a contract through emails, messages or conduct, but that usually leaves too much room for disagreement. A written white label services contract or service agreement gives you a clear record of the commercial deal.

Without one, you may struggle to answer questions like:

• Can the delivery partner contact the end client directly?
• Who owns the website, copy, designs, code or ad account structure?
• Who pays if the end client refuses to pay?
• What happens if the scope changes halfway through?
• Can either agency show the project in its portfolio?
• Who is responsible if personal data is mishandled?
• What happens if the main agency promises something the delivery partner never agreed to?

A strong agreement also helps your client-facing terms line up with your supplier terms. This is especially important if you're reselling work. If you promise your client a 24-hour turnaround, but your supplier only agrees to five business days, you're carrying the gap.

Your contract doesn't need to be painfully long. It needs to be clear, practical and tailored to how your agency actually works. Templates often miss the commercial details that matter most in white label arrangements, especially around end-client contact and ownership of deliverables.

Who Is Allowed To Contact The End Client?

It depends on the model, but your agreement should say exactly who can contact the end client, when, and for what purpose.

This is one of the biggest pressure points in an agency subcontractor or agency retainer agreement. The agency that owns the client relationship usually wants to protect it. The delivery partner may still need enough access to do the work properly.

Your agreement can deal with this in a few different ways.

No Direct Contact

The delivery partner has no direct contact with the end client. All questions, approvals and feedback go through the client-facing agency.

This gives the client-facing agency the most control, but it can slow things down. If you're using this model, include realistic turnaround times for feedback and approvals so the delivery partner isn't blamed for delays outside their control.

Limited Direct Contact

The delivery partner can contact the end client for agreed purposes, such as technical onboarding, analytics access, website migration or campaign setup.

This often works well where the work is technical and a direct conversation saves time. The contract should say whether those communications must be copied to the client-facing agency and whether the delivery partner can use its own branding.

Client-Facing White Label Support

The delivery partner may join calls or answer emails, but under the reseller's brand. For example, they may use a branded email address or be introduced as part of the reseller's team.

If you do this, be careful with confidentiality and accuracy. Everyone involved should know what they can say about their role, pricing, deliverables and timelines.

You may also want a non-circumvention or non-solicitation clause. This can stop one agency from bypassing the other and approaching the end client directly for a period of time. These clauses need to be reasonable to be enforceable, so avoid making them wider or longer than needed.

Who Owns The Deliverables And Can They Be Rebranded?

Ownership depends on what the contract says, and this isn't an area to leave to assumptions.

In the UK, copyright is governed by the Copyright, Designs and Patents Act 1988. As a starting point, the person or business that creates copyright material owns it, unless it's created by an employee in the course of employment or there's a valid assignment.

That means if an external designer, developer or copywriter creates work for you, you don't automatically own it just because you paid for it. You may only have an implied licence to use it for the agreed purpose. That can be a problem if you later need to edit, resell, white label or transfer the work.

Your white label marketing agreement should say whether the deliverables are:

• Assigned to the reseller, client-facing agency or end client
• Licensed for certain uses only
• Retained by the delivery partner, with limited usage rights granted to the other parties

You should also be specific about what counts as a deliverable. For digital work, this may include:

• Final website files and source code
• Editable design files
• Copy, blog posts and landing pages
• Brand assets and templates
• Ad account structures and campaign builds
• Tracking setups, dashboards and reports
• Custom scripts, plugins or integrations
• Strategy documents, frameworks and processes

There's often a difference between final client work and the delivery partner's background tools. For example, your SEO partner might agree that the end client owns the final keyword map and website recommendations, but not the internal audit checklist or proprietary reporting template used to create them.

Attribution also matters. Can the delivery partner say it worked on the project? Can it list the end client in its portfolio? Can it use screenshots? If the answer is no, say so clearly. If the answer is yes with approval, set out the approval process.

If trade marks are involved, be careful. A registered UK trade mark can give the owner strong rights over brand use, and the UK Intellectual Property Office handles UK trade mark registrations. Your agreement should only allow brand use for the agreed white label services and should require brand guidelines to be followed.

You may also need moral rights waivers or consents for creative work. Moral rights are personal rights of creators, such as the right to be identified as author and the right to object to derogatory treatment. They can't be assigned in the same way as copyright, but they can often be waived or consented to in writing.

How Should Confidentiality And Data Protection Work?

Your agreement should include clear confidentiality and data protection clauses, especially if the delivery partner can see client lists, pricing, strategy or personal data.

Confidentiality should cover both agencies and, where relevant, the end client. It should protect information such as:

• Client names and contact details
• Pricing, margins and commission arrangements
• Campaign performance data
• Marketing strategies and product plans
• Login details, credentials and access tokens
• Proposals, scopes of work and internal processes

White label work creates a particular confidentiality risk because the delivery partner may learn who the end client is and how much the client-facing agency is charging. The contract should make it clear that this information can't be used to pitch directly, undercut the other agency or approach the end client outside the agreed process.

Data protection is a separate issue. If personal data is involved, you need to think about the UK GDPR and the Data Protection Act 2018.

For example, if a white label email marketing provider uploads customer email addresses into a campaign platform, personal data is being processed. If a web developer has access to form submissions or user analytics that identify individuals, personal data may also be involved.

Your agreement should identify the parties' roles. Often, the end client is the controller, the client-facing agency is a processor, and the white label provider is a sub-processor. In other setups, the roles may be different.

If a party is acting as a processor, the UK GDPR requires certain terms to be in place, including instructions, confidentiality, security, sub-processing, assistance with data subject rights, and deletion or return of personal data at the end of the services.

You should also agree what happens if there's a data incident. Under the UK GDPR, a controller generally has 72 hours to report a notifiable personal data breach to the Information Commissioner's Office after becoming aware of it. Your contract should require fast notice between agencies, because a delay by one provider can make the controller's deadline much harder to meet.

What Service Levels And Approval Processes Should You Set?

You should set service levels that match what you've promised the end client and what your delivery partner can realistically achieve.

White label projects often go wrong because the scope feels obvious at the start, then expands quietly. A small SEO retainer becomes technical fixes, content briefs, reporting calls and urgent landing page changes. If the contract doesn't deal with that, margins disappear quickly.

Your agreement should cover:

• The exact services included
• What is out of scope
• Project milestones and deadlines
• Response times for support or revisions
• How many rounds of changes are included
• Who provides access, content, approvals and feedback
• What happens if the end client delays the project
• Fees for extra work
• Acceptance testing and sign-off

For ongoing services, it can help to include a service level agreement or clear service levels. For example, you might agree that the delivery partner will respond to support requests within one business day, provide monthly reports by the fifth business day of each month, and give advance notice before planned maintenance.

For website or software projects, you may want a testing and acceptance process. This can say when work is ready for review, how defects are reported, what counts as a defect, and when the work is deemed accepted.

Payment terms should also line up with delivery. If you're the reseller, think carefully before paying your supplier in full before you've received client approval or payment. If you're the delivery partner, you may want staged payments or payment regardless of whether the end client pays, unless you've agreed a clear pay-when-paid model.

In business-to-business contracts, the Late Payment of Commercial Debts (Interest) Act 1998 can allow statutory interest at 8% above the Bank of England base rate, plus fixed compensation, where payment is late and the contract doesn't replace those rights. Many agencies still prefer to spell out their own payment process clearly so there's no awkwardness.

How Should Liability Flow Down Between Agencies?

Liability should flow in a way that matches who controls the risk, but you need to draft it carefully.

If the client-facing agency promises the end client something broad, but the white label provider only accepts narrow responsibility, the client-facing agency may be left exposed. The aim is to make your client contract and supplier contract work together.

For example, if you promise an end client that a website will comply with accessibility requirements, your web development partner should agree what accessibility standard its IT services work is building to. If you promise daily paid ads optimisation, your marketing services partner should agree to that level of service. If you promise unlimited revisions, your creative partner needs to know that before pricing the work.

Key liability points include:

• Caps on liability: Many B2B contracts cap liability at the fees paid, a multiple of fees, or the amount covered by insurance.
• Excluded losses: Agencies often exclude loss of profit, loss of revenue, loss of goodwill and indirect losses, where the law allows.
• Indemnities: These can cover specific risks such as IP infringement, data breaches, misuse of confidential information or breach of brand rules.
• Warranties: These are promises about the work, such as that it will be original, created with reasonable care and skill, or not knowingly infringe third-party rights.
• Insurance: You may want professional indemnity, cyber or public liability insurance, depending on the services.

Some liability can't be excluded under UK law. For example, you can't exclude liability for death or personal injury caused by negligence. Under the Unfair Contract Terms Act 1977, some exclusions and limitations in business contracts, especially standard terms, may need to satisfy a reasonableness test.

You should also think about consumer-facing projects. If the end client sells to consumers, the Consumer Rights Act 2015 and consumer protection rules may affect the client-facing business's obligations. Your white label agreement won't remove those obligations, but it can make sure the delivery partner supports the agency in meeting them.

Finally, include a clear termination process. You should know when either party can end the arrangement, what notice is required, what happens to live projects, how handover works, and when access to systems must be removed.

Key Takeaways

• A white label agreement lets you provide or resell digital services under another brand, but the contract needs to match the way the work is actually delivered.
• End-client contact should be controlled clearly, including whether direct contact is banned, limited or allowed under the reseller's brand.
• Ownership of deliverables is a major issue. Deal with copyright, licences, source files, portfolio use, attribution and brand use in writing.
• Confidentiality and UK GDPR clauses are essential where agencies share client lists, pricing, credentials, campaign data or personal data.
• Service levels, approval steps and payment terms should line up across your end-client contract and supplier contract.
• Liability should be backed up by sensible caps, indemnities, warranties, insurance and a practical termination process.

If you'd like help with your white label agreement, supplier terms, client services contracts or data protection clauses, you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.