The UK’s most prominent paid search marketers have been up in arms this weekend after VCCP Search claimed to be the first agency to assign IP to clients.

MarketingWeek ran a story last week that started off as follows: “VCCP Search is offering its clients the opportunity to retain their intellectual property rights. The agency previously kept the rights of any search keywords it purchased on behalf of the client, but in an effort to retain clients, it is now letting them retain those rights. VCCP Search says it is the first agency to offer such a service.”

It then quoted VCCP MD Paul Mead: "A client pays for an agency's expertise to manage their search campaigns and ensure the best use of their budget. What we are offering is an extension of the transparency clients want, reassuring them they have nothing to fear over shifting the power to their clients."

Essentially, the issue is this: if you are a client and have asked a search agency to run your PPC campaigns, then you want full access to the nuts and bolts of that campaign. This is particularly important should you wish to change agency, but it is also a transparency issue. 

So is VCCP breaking the mould here, or is this simply a PR stunt? It seems to me that it is pointing out that it has only just started doing this, which perhaps isn't worth shouting about.

Econsultancy has advised advertisers to control their campaign-related IP for years, and VCCP’s rivals are angry at the suggestion that they haven’t been supporting this.

Branded3’s Patrick Altoft says:

“If VCCP Search are right then this means that no other agencies in the UK are letting their clients see what keywords they are bidding on.”

“Now I know for a fact that here at Branded3 we’ve been giving clients access to their keywords for years and since VCCP are only starting this on February 19th that would mean we were the first.”

Bigmouthmedia’s Andrew Girdwood adds:

“Bigmouthmedia has always given full keywords, structure and ad copy rights to clients. Should we ever after to transfer a campaign to another agency then we’ve always fully cooperated and done everything in our power to facilitate the transfer gracefully. We’ve being doing so for longer than some search agencies have been trading for.”

Indeed, he has previously written about the issue of transparency on this very blog.

It seems crazy to think that some clients will blindly allow their agencies to ‘own’ the core assets of a paid search strategy. While agencies will rightly own their own proprietary tools I can’t fathom how any right-minded advertiser would not want to ‘own’ and have access to the keywords, the creative, and the other key elements of the campaign. 

VCCP today added some clarification on its claims, pointing out that the issue here is specifically about transfer of IP in the event of a change of agency: “This is about what happens at the point of change – when a client wants to change agency or move a Google account in house. It’s about the contractual relationship. The fact is that contractually the Intellectual Property rights to a clients Google account vest with the agency, in the majority of cases.”

This is a default contractual position that allows the nastier agencies to bite non-savvy clients on the ass, after they have been dumped for a rival agency. It's lame, and it should never be enforced.

Note that this mirrors the issues with the transfer of IP on web projects. It is now commonplace for web development contracts to include a ‘transfer of IP’ clause, so that once work is completed all rights are assigned to the client. Econsultancy recommends that paid search contracts include similar clauses.

So what is best practice?

VCCP points out that there is still a lot of head scratching in this area: “The issue about what is best practice when an account is being moved from one agency to another is still being debated.”

But Girdwood counters: “I’m surprised VCCP was unaware that so many digital agencies offered full transparency to their clients as I’ve urged IAB Search Council members, of which VCCP Search is one, to be like bigmouthmedia and be fully transparent with keywords and cooperative with handovers.”

Personally I think this is a non-issue. Nobody likes to lose a client but if you’re planning on screwing over ex-clients by playing hardball over a few T&Cs then it reflects very badly on your agency. 

I remember watching a presentation by Delicious founder Joshua Schachter, who made a point of saying that users owned their own data (links) and they could leave with them should they wish to. Isn’t this much the same? Without clients there would be no keywords! Hanging onto ‘ownership’ of information is nothing more than sour grapes, and I’m amazed that any credible agency would subscribe to that as an attempt at client retention-by-force.

There isn't really any doubt about best practice in this area: best practice is clearly about passing over the keywords, and re-assigning rights to the client / new agency. 

Econsultancy’s Paid Search Best Practice Guide (first published in 2007) provides plenty of detail on this: “It is particularly important to check on who owns the intellectual property on keywords, bid policies, etc to avoid lock-in to one agency”

We advise advertisers / clients as follows:

“It is essential that there is clarity in a contract on the ownership of keyphrase strategies, bidding policies including DayParting approach, matching strategies, ad creative and linkage between creative and effective landing pages.”

I also believe that best practice extends to the handover of historical data and trend reports. Consider what happens if the new agency fails to live up to expectations? Unless that can be measured then how would a client know that the old agency was better? 

Transparency is crucial in paid and organic search marketing, as the industry continues to move away from the snake oil / cowboy image of old. Sadly this will have cast something of a shadow over the sector once again, in a publication read by lots of senior marketers.

I’ll make a note to add this as a criteria for inclusion for search agencies in the next update of our Paid Search Marketing Buyer’s Guide

Chris Lake

Published 23 February, 2009 by Chris Lake

Chris Lake is CEO at EmpiricalProof, and former Director of Content at Econsultancy. Follow him on Twitter, Google+ or connect via Linkedin.

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Comments (6)

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Stephen Pratley

Stephen Pratley, Digtal Marketing Consultant at Visibly Better Marketing Limited

We advise any client that they should own their domain names, Google accounts, analytics data and so on, and that we're there to manage the processes. Agencies should hang on to clients with results, not shackles.

We took over a client's PPC campaign from another agency last year and I was horriffied when we asked for the account logins and were told "No", that the account was 'owned' by the other agency.

We then had a rather rocky few weeks as we set about rebuilding the quality history in the new campaign account, <plug>which I'm glad to say we have now met and overtaken in spades</plug>.

I was so shocked at the practice that I called a few friends at other search agencies to see if I was being somehow naive in our practices. Nope, they all allow the same level of ownership and transparency too.

One caveat is that the pricing model needs to reflect this.

We charge for campaign setup, keyword research, ad copywriting and so on, and don't hold clients to a minimum contract on PPC work, so if the client decided to leave the day after the campaign started then we'd all be square.

If the client is paying on a pure performance basis then I'd agree they have no right to the workings of the account. Best to check first though!

over 9 years ago

Chris Lake

Chris Lake, CEO at Empirical Proof

Good point on the pricing model. Some agencies like to get the client in the door with no set-up fees, in the hope of making lots of money over the long-term. A lot of effort is involved with campaign set-up, so agencies that do this 'for free' won't be keen to hand over their work if the client bails early. That's exactly where problems can arise.

over 9 years ago

Stephen Pratley

Stephen Pratley, Digtal Marketing Consultant at Visibly Better Marketing Limited

No set-up fees is a bad move in my opinion. It invariably means that the client will be paying for the work (which for a large campaign can be considerable) again and again over a long period.

It can also mean serious short-cuts are taken by the agency inorder to improve short term profitability of the account. Labour intensive tasks like ad copywriting can be done very shoddily under these sorts of arrangements.

In some cases, especially as click-costs rise, the client may discover that PPC just isn't going to be as big a part of their business as they hoped, but they're then locked in to a campaign or fee structure that doesn't suit for a long time.

If it looks too good to be true, it probably is!

over 9 years ago


Paul Mead

Thanks Chris. I think the level of response to this announcement from the industry coupled with the level of confusion just goes to show how important this issue is, so let me clarify some key points:

Firstly this is not about transparency. Of course lots of agencies provide their clients with Google logins. Some still don't but they are increasingly in the minority. Lots of agency posts in response to this issue are talking about the fact that their clients have 'full transparency' and 'logins' and 'access to keywords'. Great, but that’s not news.

Secondly this goes beyond 'best practice' in terms of professional conduct between agencies when it comes to handing over an account. This is an issue that’s been debated a great deal at the IAB Search Council and on the IPA Search Group. Again lots of posts have focused on this, outraged that we didn’t realise what their policy was in this area. We are fully aware that there are a great many professional agencies out there who will do a full and thorough handover, and many who have been pushing for agreement on standards for some years. That’s great and we fully support them, but again that’s not what this story is about.  

This announcement is about ownership and a fundamental power shift in PPC from agencies to clients. VCCP Search has moved to set up all their clients so that they can own their Google account. They are the official owner / administrator and they are billed by Google directly. Their account simply sits in the VCCP Search MCC for as long as we are working together. If the client chooses to change that, they do so at the flick of a switch. Their account is entirely future proof. They don't have to rely on being lucky enough to be with one of the more professional agencies. They don't have to slave over the T&Cs in their agency contract or search around for best practice advice.

How many other major agencies are set up like this in the UK? None that we know of. And that’s the news story. There are technology vendors or bid management providers who will work like this but not agencies. Is this the way client agency relationships of the future should work in PPC? We think so.

We really do encourage this debate and far from ‘casting a shadow’ over the industry, we believe that the more clarity that exists on how advertisers can get the most out of this channel, the better for all us.

over 9 years ago

Chris Lake

Chris Lake, CEO at Empirical Proof

Thanks for the clarification Paul. It it a subject that's going to come up at our roundtables and we'll address it in our buyer's guide, next time around.

I know it can be problematic switching Google accounts and starting out on the right foot seems like the best way forward. 

over 9 years ago

Stephen Pratley

Stephen Pratley, Digtal Marketing Consultant at Visibly Better Marketing Limited

"How many other major agencies are set up like this in the UK? None that we know of. "

If that's the case then I'd like to get some clarification from a few other agencies mentioned in the article. It's certainly the way we operate (although I admit we're not on the same scale as some of them yet).

Clients should be aware that even if they have all the data from thier old campiagns, account history is a factor in Google's  quality scoring and that they may not be able to replicate their results immediately just by copying the same account data.

Thanks for the detailed response Paul, it helps explain what I thought was a complete non-story!

over 9 years ago

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