The £15 million mistake!
Why digital & creative agencies need to get serious about legal protection.
Samantha built her digital agency from the ground up. Years of hustle, creativity, and growth turned it from a modest operation into a high-performing business – the kind most agency owners dream of. She’d even commissioned a custom piece of software early on that gave her a real edge over competitors. It helped streamline operations and deliver better results for clients. That one project changed everything.
Then came the dream exit, a buyer offering £20 million for her business. All those years of work were finally paying off. Until the due diligence process began!
Death by a thousand questions!
The buyer’s lawyers started asking questions. The first: “Do you have a signed IP assignment from the developer who built your software?”
Samantha didn’t. She had paid a freelancer – a ‘friend of a friend’s son’ – £5,000 to develop it. But no contract, no IP transfer. Which meant…she didn’t legally own the software that powered her agency.
That single issue knocked more off the offer – reducing it to £15 million. Then it got worse.
Her biggest clients? Two didn’t have signed contracts. One had a contract that allowed them to walk away if the business was sold. Another had no liability cap. Her standard terms and conditions? She’d copied them from a competitor’s site. Turns out they were outdated and full of legal holes. Her data protection policies? Generated online, and written for a different legal jurisdiction. And to top it all off, a disgruntled client was threatening legal action – under those same poorly drafted T&Cs.
By the time the buyer was done reviewing the risks, the final offer was down to £5 million – with most of it held in escrow for two years, pending any claims.
The real cost of “It’ll be fine”.
Samantha’s story is fictional, but every one of these issues is based on real events. Digital and creative agencies, especially in the early years, tend to prioritise growth, delivery, and client satisfaction over legal infrastructure. And it’s understandable – budgets are tight, and legal documents can feel like a “nice to have” rather than essential.
But here’s the truth:
• If you commission work – design, code, content – and you don’t have a signed IP assignment, you might not own it.
• If you don’t have clear contracts, you’re vulnerable to disputes, unpaid invoices, and lost clients.
• And if you ever want to sell or scale? Those gaps can cost you everything.
A smarter way to be prepared.
You don’t need a legal expert or an in-house legal team. But you do need proper foundations. Documents that clearly define ownership. Contracts that protect you, not just your clients. Policies that actually comply with the law you operate under. That’s why platforms like shizl.com exist – to give businesses access to lawyer-drafted, plain-English documents that are affordable, easy to use, and tailored to UK business needs.
Think of it as insurance for everything you’re building. And a way to make sure that when your big moment comes, you don’t lose millions over something that could’ve been sorted years ago, with the right paperwork.
Your agency’s value isn’t just in your brand or client list – it’s in the legal foundations that support it.
Don’t wait until due diligence to find out what you’re missing.
shizl.com – Your legal shizl. Sorted.