Scenario: Ms. Van hires an agency to run her marketplace storefront for VND 30 million a month, promising “200% growth”. Three months later, sales are flat and the platform warns the storefront because the agency boosted fake orders to “beautify” metrics. She wants to terminate and claim damages, but the contract is a few vague lines. What contracting lessons apply?
Agency contracts are service contracts — detail matters
Hiring an agency is a service contract under the 2015 Civil Code: the provider (agency) performs work for the hirer (shop owner) for remuneration. The common mistake is signing sketchy contracts with marketing language (“growth commitments”, “full optimisation”) instead of clear legal terms. A proper agency contract specifies: scope (product listings, marketplace SEO, ad management, customer care, review handling — closed list, no open-ended “other tasks”); feasible KPIs and measurement; fees, payment terms, bonus and penalty conditions tied to KPIs; term, renewal and early-termination conditions; and the shop owner’s controls (account access, pre-publication content approval).
Protective clauses: confidentiality, banned conduct, liability
Three protective clause groups matter most. First, confidentiality: agencies receive storefront access, customer data and pricing strategy — contracts need confidentiality duties, bans on other-purpose use, and handover plus access-revocation duties on termination. Second, banned risky conduct: no order boosting, fake reviews or policy-circumventing tricks; all advertising and promotions must follow the law (amended Advertising Law 75/2025/QH15, E-Commerce Law 122/2025/QH15). Third, breach liability: agencies owe penalties and damages where their conduct draws platform sanctions or account suspension — as in Ms. Van’s case, covering fees paid, revenue lost during the warning period and remediation costs.
Termination and handover
Contracts should spell out unilateral termination grounds: missing minimum KPIs over consecutive periods; platform-policy breaches causing harm; or simple non-renewal at term end. On termination, agencies must hand over everything: storefront admin rights, customer data, documents and reports; revoke staff access; and allow reasonable transition time (usually 15–30 days) against operational disruption. Agency disputes typically erupt at handover — agencies holding accounts or data as leverage — so handover duties should stand as independent obligations with standalone remedies, not hostage to final settlement.
Frequently asked questions
An agency promised “200% growth” but missed — damages?
It depends on how the promise was written. Generic marketing talk (“growth commitment”) is hard to enforce; binding KPIs with specific remedies (fee reductions, penalties) give grounds. Lesson: convert every marketing promise into a measurable term.
How to contract an individual freelancer agency?
Sign a written service contract with the individual, recording identification, scope, remuneration and tax (hirers may need to withhold PIT on payments to individuals). Avoid oral deals — freelancer disputes without contracts are nearly unresolvable.
An agency runs false ads from the shop’s account — who answers to regulators?
The shop owner (advertiser, seller) answers to the law and consumers; the agency answers to the owner under the service contract. Regulators pursue the named storefront holder, who then recovers from the agency per contract terms.
