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LEGAL

Master Services Agreement

The MSA (Master Services Agreement) is a legally binding document between the parties for any work that will be undertaken. If there are any queries regarding the scope and delivery these should be asked in full before signing this contract.

Purpose
  • The MSA is the foundational legal agreement governing all work undertaken by Digiful. It covers key matters including payment terms, changes, client responsibilities, confidentiality, liability, and the legal relationship between both parties.
What It Means for You
  • This document applies to all work Digiful undertakes on your behalf. Where your signed contract contains specific terms that differ from this document, those specific terms take precedence. For any matter not addressed in your signed contract, the terms here apply by default.
How This Document Works
  • This MSA forms part of every legal agreement you sign with Digiful. You do not sign this document directly — instead, your signed contract references it, meaning its terms are legally binding as part of that agreement. Any schedule or contract-specific clause that conflicts with this document will take precedence.
Updates
  • This document is maintained at a permanent URL and updated periodically. Non-material changes (corrections and clarifications) take effect immediately. If material changes are made — such as updates to liability, payment terms, or termination rights — you will receive at least 30 days' written notice before they take effect. A version summary is always visible below.
AGREEMENT PARTIES

All legal documents, sometimes referred to as (“Agreement”) are entered into as of the date accepted on the signed contract (“Effective Date”) by and between:

  • Person/Organisation (3rd person): As named in signed contract or the contact for booked service.
  • Agency: Digiful

Previous archived version

Version 3.4 | Effective: 01/12/25 - 31/05/26

MSA - Latest version

Version changes summary
  • Version: 3.5
  • Version start date: 01/06/2026


Below is a list of main changes to this version of the document.

  • 10.4, 10.11.2: Liability framework strengthened: The liability cap has been redefined from "net profit of Agency" (previously undefined and potentially near-zero) to fees paid in the preceding 12 months or £5,000, whichever is greater. A total liability exclusion clause which was unenforceable under UCTA 1977 has been replaced with a proportionate capped limitation.
  • §13.15 — Additional Term O added: Professional verification of outputs in high-risk or regulated contexts. Clients engaging the Agency to produce safety-critical, technical, or regulated documentation bear sole responsibility for independent professional verification before use. The Agency excludes liability for outputs used without such verification.
  • §13.16 — Additional Term P added: Use of artificial intelligence in service delivery. Formal disclosure that AI tools may be used in service delivery. Sets out client consent, data handling obligations under UK GDPR, data minimisation requirements, and the Agency's commitment to monitoring regulatory developments via the ICO.
  • §13.17 — Additional Term Q added: Accuracy of AI-assisted outputs. Clients are required to verify all AI-assisted deliverables before use. Client approval of a deliverable constitutes confirmation that verification has been conducted. The Agency excludes liability for losses arising from unverified AI errors.
  • §14 — Client Conduct Standards completed. New section establishing communication standards, brief accuracy obligations, access and cooperation requirements, scope conduct standards, and zero-tolerance policy for abusive conduct toward Agency personnel and subcontractors.
  • 15.2.11, 15.4.1 Dispute version and retroactive application narrowed. The clause governing which MSA version applies in a dispute has been corrected to reference the version in force when services were performed, not at the point of dispute. Retroactive application of the MSA to pre-agreement services has been narrowed to mutual-consent scenarios only.
  • 15.3 - Amendment protocol clarified. The amendment mechanism has been restructured to distinguish between material changes (requiring mutual written agreement) and non-material/operational changes (effective on 30 days' written notice). This resolves a direct conflict between S1.11 and the previous amendment clause which required both-party execution for any amendment.
  • Structural corrections throughout: Duplicate clause numbers across S11, S12, and S13 Additional Terms have been corrected and renumbered sequentially. The Integration clause (S12.6) has been updated to reflect all current Schedule documents. Minor notice periods, cross-references, and terminology errors (including capitalisation and spelling) have been standardised.
  • Scope narrowed to client relationships throughout. Investor-specific references and freelancer/team member conduct provisions removed from client-facing clauses. Subcontractor conduct standards to be governed by separate agreements.
1. DEFINITIONS & DOCUMENTS INCORPORATED BY REFERENCE

As used herein and throughout this agreement and related documentation:

  • 1.1. 'Agreement' means the entire content of this document, and any other supplemental material referred to by document name or by web link.
  • 1.2. 'Client Content' means all materials, information, factual, promotional, or other advertising claims, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.
  • 1.3. 'Copyrights' means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under The Copyright, Designs and Patents Act 1988.
  • 1.4. 'Deliverables' means the services and work product specified in the Project Order (Schedule B - SOW) to be delivered by Agency, or if applicable from the person specified to the Agency, in the form and media specified in the Project Order.
2. VALIDITY OF SOW / BOOKED SERVICES
  • 2.1. Schedule B - Statement of Work: Details are effective for [thirty (30)] days after sending to the Client. In the event this Agreement is not executed by both parties within this time, the Project Order, together with any related terms, may expire or may be subject to change or substitution.
  • 2.2. Booked services (including post project 'on call support' etc): Changes to booked services from either the Agency or the Client must be communicated within 24 hours of booking. Within this period both parties can can choose to accept or decline the changes. Full refunds are valid within this 24hr period. Refunds outside this 24 hour period entirely at the discretion of the Agency.
3. FEES AND CHARGES
  • 3.1. Fees paid from Client to Agency: In consideration of the Services to be performed by Agency, Client shall pay to Agency fees in the amounts and according to the payment schedule set forth in the Project Order (Schedule B - Statement of work), and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule. The final fee may include an additional post support add-on provision, if chosen by the Client.
  • 3.2. Expenses: Expenses incurred detailed in the Project Order will be paid within 30 days.
  • 3.3. Pricing from the Agency: Project pricing includes the Agency’s fee only. Further costs during and the project and post project, including reoccurring costs, will be agreed prior to starting.
  • 3.4. Payment: Failure to setup/pay any single/reoccurring fees gives the Agency the right to suspend work/services and remove online assets until the payment is resolved.
  • a) Client to Agency
  • Unless an alternative arrangement has been explicitly specified, before any work commences a deposit payment of 50% of the final fee is required.
  • Deposits are only refundable within 72 hours of payment or before work has started. After an invoice has been issued, payment is required via the Agency's payment platform (processor fees may be added), within the invoice due date. Work will not commence without the initial payment.
  • A monthly service charge of 1.5% of the greatest amount owing on outstanding balances not paid within 30 days may be added at the agencies discretion. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Agency reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.
  • All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, VAT, Expenses, and Fees, Charges, or the costs of Changes.
  • Unless specified, reoccurring payments need a minimum of 1 months notice before payment can be cancelled.
  • b) Agency to 3rd party: Unless an alternative Agreement is explicitly arranged, payment for work or services will only be made after agreed work is completed. A business invoice will be required for payment. Payment can be made via bank transfer or the Agencies current payment platform.
4. CHANGES
  • 4.1. General Changes:
  • a) Client to Agency: Unless otherwise provided in the SOW (Schedule B), Client shall pay additional charges for changes requested outside the scope of the work calculated on a time, materials, subcontractor or licensing basis as applicable. These changes are in addition to other amounts payable under the SOW or related documentation, in spite of any original budget, contract price. Agency may modify the SOW dates, including key deadline dates to accommodate the changes.
  • b) Third party to Agency: Any third party working for the Agency will inform the Agency of needed changes to the SOW as soon as they become aware of them. This may be unexpected additional time, payment or other resources not originally foreseen. These changes are negotiable and the Agency reserves the right to decline and pay a proportionate amount for the work already completed. In this case the final decision on payment will be by the Agency as the signed SOW Agreement has not been honoured. Alternatively if negotiations are successful, a new SOW and other documentation may need to be produced and signed. If the change is an inability to complete work for an significant agreed deadline, the Agency has the right to negotiate a reduction or waiver on any remaining payments for unfulfilled work.
  • 4.2. Specific changes. Agency will notify Client in advance of any expected additional charges due to general changes requested which fall under section 4.1. Approval. Agency will submit either a revised Schedule B or the relevant information and/or a new invoice as needed. Work shall not proceed until any need signed contract or payment is received.
  • 4.3. Substantive Changes: If the Client requests or instructs changes that amount to a revision in or near excess of fifty percent (50%) of the time required to produce the Deliverables, and or the value or scope of the Services, the Agency shall be entitled to submit a revised version of the Project Order (Schedule B) or Retainer credit allocation along with details of the new scope of the work, to be signed by the Client, specifying additional fees. Work shall not begin on the revised services until a fully signed Client Agreement is received with the changes detailed or referenced, along with any additional fees or credit deduction authorisation.
  • 4.4. Timing: The Agency will undertake commercially reasonable efforts to perform the Services within the time(s) agreed in the SOW or Retainer agreement and/or according to provided information on the Agency support site.
  • The Client agrees to review the service and/or Deliverables within the time identified for reviews and to promptly do the following as applicable:
  • (i) Accept the scope of the services detailed ‘as is’, indicating their Agreement.
  • (ii) Approve the Deliverables via the Agency project management platform; or,
  • (iii) Provide feedback with adequate information in good time before an identified deadline.
  • All parties will communicate the above via a business contact method.
  • Meeting deadlines, producing Deliverables and fulfilling commitments is significantly dependent upon Client communication within 'office hours' (as specified on the Support protocols page) and where applicable supplying applicable additional media pursuant to Project Documentation.
  • If the Client does not fulfil any one of their key date tasks or commitments on the SOW and related Documentation, the Agency may renegotiate a key deadline, end project date, max project duration without financial penalty or refunds given.
  • 4.5. Deliverables: Client within two (2) business days of receipt of each Deliverable, shall notify the Agency, via email of any failure of such Deliverable or Investment reward to comply with the specifications set forth in the Project Order (or documents referenced by the Project Order) or of any corrections, changes or amendments made to such Deliverable or Investment reward (within the scope of the Project Order or agreement). Any notice shall be sufficient to clarify any objection, correction or changes or amendment, and Agency will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of the signed Agreement and any relevant supporting documentation, including 'incorporated by reference'. In the absence of any such objection, after two (2) business days the Deliverable or benefit shall be deemed accepted.
5. CLIENT RESPONSIBILITIES
  • 5.1. The Client acknowledges that they shall be responsible for performing the following points in a reasonable and timely manner:
  • a) All: Coordination of all decisions between both parties;
  • b) Client to Agency: Where applicable provision of content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise provided in the Project Order (Schedule B)/documents referenced in the Project Order (Schedule B);
  • c) Client to Agency: Final proofreading and error checking. In the event that Client has approved Deliverables but errors, such as, typographic errors or misspellings, remain in the finished product, Client may incur applicable costs/delay from the correction of such errors.
  • d) Client to Agency/3rd party to Agency: Ensuring that all provided content and assets are accurate, Legal and conform to applicable standards in the industry.
6. ACCREDITATION/PROMOTIONS
  • Agency retains the right to reproduce, publish and display the Deliverables in Agency’s portfolios on it's own marketing assets and publicly for the purposes of recognition of creative excellence, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.
7. CONFIDENTIALITY
  • 7.1. Each party acknowledges that in connection with this Agreement it may receive certain Confidential or proprietary technical/business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its Agents and Employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform obligations under the SOW (Schedule B) except as may be required by a lawful authority. Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of Confidentiality.
  • 7.2. Confidentiality of received fees and perks: The Client agrees not to disclose payment details made to the agency without expressed permission in writing.
8. RELATIONSHIP OF THE PARTIES
  • 8.1. Agency shall provide the Services under the general direction of the Client, but the Agency shall determine, in Agency’s sole discretion, the manner and means by which the Services are accomplished. For Clients this Agreement does not create a partnership and neither party is authorised to act as Agent or bind the other party except as expressly stated in this Agreement.
  • 8.2 All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written Agreement of the parties and the various terms and conditions of this Agreement.
  • 8.3. No Solicitation: During the term of this Agreement, and for a period of (12) months after the termination of work, the Client agrees not to engage in any business work or consulting, paid or otherwise, with any subcontractor or agent involved in this Agreement. In the event such employment, consultation or work-for-hire event occurs, Client agrees that Agency shall be entitled to an Agency commission to be the greater of, either
  • 25 percent of said person’s first year salary with Client,
  • 8.4. No Exclusivity: The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Agency, and Agency shall be entitled to offer and provide design services to others, solicit other Clients and advertise the services offered by Agency.
9. WARRANTIES AND REPRESENTATIONS
  • 9.1. By Client: Client represents, warrants and covenants to Agency that:
  • (a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content.
  • (b) The Client Content is accurate, Legal, conforms to ethical standards of the Client’s industry, does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties.
  • (c) Client shall comply with the Terms and Conditions of any licensing Agreements which govern the use of third party materials and/or apps that are sub licensed by the Agency.
  • (d) Client shall comply with all Laws and regulations as they relate to the Services and Deliverables.
  • 9.2. By Agency:
  • (a) Agency hereby represents, warrants and covenants to Client that Agency will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.
  • (b) Agency further represents, warrants and covenants to Client that
  • (i) except for third party materials and Client Content, the Final Deliverables shall be the original work of Agency and/or its independent contractors,
  • (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by Agency, Agency shall have secure Agreements from such Contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Agency to grant the intellectual property rights provided in this Agreement, and
  • (iii) to the best of Agency’s knowledge, the Final Works provided by Agency and Agency’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the SOW or Agency terms, all representations and warranties of Agency shall be void.
  • (c) Except for the express representations and warranties stated in this Agreement, Agency makes no other warranties. Agency explicitly disclaims all other warranties, either expressed or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with Laws/Government Rules or regulations applicable to the Project.
10. INDEMNIFICATION/LIABILITY/DISCLAIMERS
  • 10.1. Indemnification by Client: Client agrees to indemnify, save and hold harmless Agency from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Agency shall promptly notify Client in writing of any claim or suit;
  • (a) Client has sole control of the defence and all related settlement negotiations; and
  • (b) Agency provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Agency in providing such assistance.
  • 10.2. Indemnification by Agency: Subject to the Terms, Conditions, express representations and warranties provided in this Agreement, Agency agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out any breach of Agency’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client provided that:
  • (a) Client promptly notifies Agency via email of the claim;
  • (b) Agency shall have sole control of the defence and all related settlement negotiations; and
  • (c) Client shall provide Agency with the assistance and authority necessary to perform Agency’s obligations under this section. Notwithstanding the foregoing, Agency shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client unauthorized content, Client improper or less than Legal use of licensed assets, or Client failure to maintain Deliverables provided by Agency.
  • 10.3. Settlement Approval: The indemnifying party may not enter into any settlement Agreement without the indemnified party’s written consent.
  • 10.4. Limitation of Liability: Digiful's total aggregate liability under or in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to Digiful in the six (6) months immediately preceding the event giving rise to the claim, or £5,000, whichever is the greater.
  • 10.5. Services and the work product of Agency are sold “as is.” Except for those warranties set forth in Sections 9, Agency makes no warranty, written, oral, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, with respect to the Services, to the extent permitted by applicable Law.
  • 10.6 Service obligations. Digiful shall show reasonable diligence in obligations regarding:
  • 10.6.1: WCAG Standards and Accessibility: Develop and test websites using current WCAG Standards and Accessibility Regulations within the capabilities and limitations of the web platform being used.
  • 10.7 Liability Limitations and Indemnification
  • 10.7.1 Digiful's limited liability for any regulatory (including accessibility) related claims shall terminate upon the date of the signed Project Sign-Off (Schedule C) document.
  • 10.7.2 Digiful shall not be liable for the below liabilities and the Client shall indemnify Digiful against:
  • (a) Penalties/fines imposed under future legislative amendments to Accessibility Regulations.
  • (b) Accessibility defects arising from Client-controlled post-delivery modifications.
  • (c) Third-party content integrations that do not comply with any regulatory or legal laws.
  • (d) Claims arising from accessibility defects introduced post-Sign-Off
  • (e) Penalties imposed for Client's failure to maintain compliance.
  • (f) Third-party litigation involving user-generated content.
  • 10.8 Regulatory Evolution. This agreement does not constitute warranty of perpetual compliance with:
  • (a) Subsequent WCAG version updates
  • (b) Emerging technical standards not ratified at Project Sign-Off date
  • (c) Jurisdictional requirements outside England/Wales
  • 10.9 Client Responsibilities. As the IP holder, the Client agrees to under complete testing and evaluation against regulations for any new content they produce.
  • 10.10 Future-Proofing Mechanism. For legislative changes requiring material system modifications:
  • (a) The client will initiate contact with the Agency to negotiate separate Statement of Work after evaluation whether compliance upgrades are possible.
  • (b) Client bears costs for redevelopment necessitated by regulatory changes
  • (c) Digiful reserves right to decline upgrade requests requiring architectural overhaul
  • 10.11 Contractual Safeguards.
  • 10.11.1 This clause prevails over general warranty provisions in Master Services Agreement
  • 10.11.2 Digiful's total aggregate liability in respect of all accessibility and regulatory claims under this Agreement, whether arising in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client to Digiful in the six (6) months immediately preceding the event giving rise to the claim.
  • 10.11.3 Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.
  • 10.12 UK Governing Laws. These provisions shall be interpreted under:
  • (a) Laws of England and Wales
  • (b) Precedents set in Technology & Construction Court rulings
  • (c) Judicial guidance on reasonable adjustment obligations
11. TERM AND TERMINATION
  • 11.1. Term: This Agreement shall commence upon the Effective Date and shall remain effective until terminated in accordance with this Agreement.
  • 11.2. Termination: Agreements may be terminated by either party effective immediately upon receipt of notice, or the mutual Agreement of the parties, or for cause if any party:
  • (a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors;
  • (b) If either party sells the relevant business, or the business is taken over
  • (c) If a key third party provider of content, services or sass is taken over or becomes insolvent
  • (d) If either party breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.
  • In the event of termination, Agency shall be compensated for the Services performed through the date of termination in the amount of
  • (a) any advance payment,
  • (b) a prorated portion of the fees due, or
  • (c) hourly fees for work performed by Agency or Agency’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation.
  • 11.3. Termination by Client: In the event of termination for convenience by Client, Client shall the applicable amount of the following:
  • Retainer work: The subsuquent number of payments according to the notice peroid specified in their Schedule E contract.
  • Non retainer work: In addition to 11.2 payment, an early termination fee equal to 10% of the total project fee, Schedule A shall not be effective, and Client shall not have rights to use Deliverables except upon written consent from Agency provided after such termination. In the event of termination for convenience by Agency or for cause by Client, and upon full payment of compensation as provided herein, Agency grants to Client such right and title as provided for in Schedule A of this Agreement with respect to those Deliverables provided to, and accepted by Client as of the date of termination.
  • 11.4. Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.
  • 11.5 Grounds for termination of existing contract, booked work or retainer for Third Party Abuse
  • 11.5.1 The Agency operates a zero-tolerance policy towards Abuse and maintains the right to terminate for Impossibility or Unreasonable Expectations (both as defined in Termination Schedule D).
  • 11.5.2 The Agency may, by written notice to the Client, terminate this Agreement with immediate effect if any act of Abuse is committed by the Client, its officers, employees or representatives towards:
  • (a) the Agency or any member of its personnel; or
  • (b) any subcontractor, freelancer or agent engaged by the Agency in connection with the Services.
  • 11.5.2.1 Termination under this clause constitutes a termination for material breach.
  • 11.5.3 The Agency may, by written notice to the Client, terminate any agreement or booked work with thirty (30) days' notice for Impossibility or Unreasonable Expectations.
  • 11.5.4 Both grounds constitute legitimate termination for protection of professional standards and do not entitle the Client to damages or any refunds for funds already paid.
  • 11.6 Upon termination the Agency shall be entitled to:
  • (a) invoice for Services performed up to the Termination Date, and
  • (b) retain or set-off against any sums prepaid by the Client an amount equal to all Costs Already Committed.
  • 11.7 Agency liability and clauses after termination
  • 11.7.1 The Agency shall have no further liability to the Client arising from such termination.
  • 11.7.2. The Client shall not be entitled to any refund as expressly provided in 11.5.3, including 'Costs Already Committed' (see 11.8.1). Any refunds made will be entirely at the Agency discretion.
  • 11.7.3 Clauses relating to intellectual-property, confidentiality, limitation of liability, payments due and dispute resolution survive termination.
  • 11.8 Financial Consequences after termination
  • 11.8.1 “Costs Already Committed” means all internal and third-party costs (including freelancer fees) incurred or irrevocably committed by the Supplier up to the Termination Date, plus a reasonable allocation of overhead directly attributable to performance of the Services.
  • 11.8.2 The Supplier may deduct Costs Already Committed from any advance payments held. Any balance is payable by the Client within seven (7) days of invoice.
  • 11.8.3 The parties acknowledge that the retention described above is a genuine pre-estimate of the Supplier’s loss resulting from abusive termination and does not constitute a penalty under English law.
12. GENERAL
  • 12.1. Modification: Agreement can only be modified by either party if first put into writing via business email. Both parties must be in Agreement that the Agreement should be terminated, and if applicable a new Agreement formally created. In the event of such modification Client is still responsible to pay applicable Agency costs.
  • 12.2. Notices: Notices should be sent from and to a business email. If post is used, a recorded delivery method should be used and sent to the Agency's address.
  • 12.3: No Assignment: Neither party may assign, whether in writing, email, video or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written or email consent of the other party except that this Agreement may be transferred or sold as part of a transfer or sale of the assigning party’s entire business or portion thereof relating to the Project.
  • 12.4. Force Majeure or critical personal scenarios: Agency shall not be deemed in breach of this Agreement if Agency is unable to complete the Services or any portion thereof by reason of critical environmental events (fire, earthquakes etc), severe social or civil unrest, labour dispute, act of war, terrorism, riots, pandemics or power outages/blackouts. In cases of 'critical personal scenarios' such as death, terminal illness, becoming a full time carer for a terminally ill spouse/family member or making funeral arrangements for an immediate or extended family member, the Agency again will not be deemed in breach of this Agreement. The resulting incapacity of the Agency to deliver commitments from either 'Force Majeure', 'Critical personal scenarios', or from local or international law or any other event beyond Agency’s control (collectively, “Force Majeure Event" or "Critical Personal Scenario”) will be communicated to the Client. The Agency shall give notice to all effected parties of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services. If the services cannot be completed in a time that is satisfactory to all parties, a pro-rata refund my be considered on funds committed calculated by the work already completed. As stated in point 3.4 after 72 hours or after work has started the Agency is not required to give a full refund. Final decisions regarding refund of funds will be made by the Agency.
  • 12.5. Severability: Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
  • 12.6. Headings: The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any Legal effect.
  • 12.7. Integration: This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous Agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between the Project Order and any other Agreement documents, the terms of the Project Order and the most current referenced materials shall control. Any other ambiguities shall be resolved with the most reasonable and legally valid construction, without regard to authorship of such provisions. This Agreement comprises this Basic Terms and Conditions document, Schedule A, and Schedule B. Further schedules and terms may also be applicable.
13. ADDITIONAL TERMS APPLICABLE TO ALL AGENCY WORK
  • 13.1. Additional Term A: Client content and delays to the schedule: Unless otherwise specified, Client agrees to provide all copywriting, written materials and media needed for Deliverables. Any delays in supplying such assets may delay deadline, however the Agency would not be liable.
  • 13.2. Additional Term B: IP exemptions: The Client retains control of the content they have provided and the majority of Deliverable works (logo, brand assets). Exceptions are detailed below.
  • 13.2.1. Website source code: While the Client has control of their site content, this level of ownership does not strictly apply to website code. A significant amount of website source code (HTML, CSS, JavaScript etc) is a global open-source commodity, sometimes licensed by Creative Commons license. Hence Intellectual Property rights cannot be assigned to a single Client or Client business. The Agency reserves the right to reuse any code and development functionality across multiple clients and projects.
  • 13.2.2. Templates: 'Reusable components or templates' in multiple forms (code / media / ai prompts) used for multiple projects belong to the Agency and may be used with other Clients as long as there is no Client branding or identifiable customer data shared.
  • 13.2.3. Third party platforms or services provided: The IP of third party platforms used, such as 'sass tools' belong to their respective owners and are used by arranged license. Clients are forbidden from using licenses assigned to the business of the Agreement with any other businesses, whether operated by themselves or third parties.
  • 13.3. Additional Term C - Third Party Tools: This term covers set the use of third party tools arranged by the agency. These conditions are the pretext for any additional conditions in Schedule C. Any explicit conditions made in that document or the signed contract override these general conditions.
  • 13.3.1. Exclusive reduced third party tools and services conditions: Through prior investment or negotiations the Agency may be able to provide continual or time limited access to various third party applications such as marketing tools and web platforms and negotiated deals with other professionals for their services.
  • 13.3.1.1 - Licenses are available for request if all of the below are true:
  • (a)There is an available license within the total number of available licenses the agency has arranged for.
  • (b) The tool is part of the single project work or for monthly plans the customer has requested and (if applicable paid the appropriate setup/integration fee) within 6 months of the plan. On monthly plans if a customer does not request a license it will be assumed they are not interested in it and it may be offered to a different customer.
  • (c)The company offering the platform is still operational and has not changed licensing terms which would prevent the Agency from offering the license on the terms outlined..
  • 13.3.1.2 - Licenses can continue to be in use by or for clients if all of the below are true:
  • (a) The single project work or monthly plan is active.
  • (b) either initial payment (for a single project) has been received or monthly payment (for monthly plans) is being received
  • (c) the terms or costs governed by the platform do not change.
  • Although most Agency provided licenses are fixed, there may be future scenarios where the platform owner increases costs, which mean an increase in client costs.
  • In these cases the Client will be given at least 30 days notice to choose whether to accept the new fee.
  • 13.3.2. Termination of third party tools and services (by Agency): In the event of the platform or service/s no longer being available the Agency will endeavour to give 30 days notice and terminate any reoccurring payments. Agency can immediately terminate access to the platform or service. In any event of termination, any reoccurring payments will be cancelled within 7 working days, but any funds already received will not be returned as they were made as part of an agreement. All other termination terms are incorporated by reference from Schedule D.
  • 13.3.3. Termination of third party tools and services (by Client): In the event of the platform or service/s no longer being required by the Client, the Client will need 30 days notice. The Agency will attempt to stop any billing before the 30 days timescale, but this may not be possible and the Client may be billed one final time. The guidelines of Schedule D (Termination) apply. Any current pricing or licenses provided cannot be guaranteed in the future should the Client wish to resume tools and services in the future. Tool discontinuation does not trigger Schedule D termination unless the Client terminates the entire Agreement. All other termination terms are incorporated by reference from Schedule D.
  • 13.3.4 - No refunds (pro-rata or otherwise). If any of the scenarios in 13.3.1.1 (a), (b), (c) or 13.3.1.2 (a), (b), (c) are no longer true or valid, along with the termination scenarios in 13.3.2 or 13.3.3 - no refunds can be offered by the Agency.
  • 13.3.5 Due Diligence Allocation. The following aligns with the Unfair Contract Terms Act 1977 and UK ICO Guidance on third-party data processors.
  • (a) The Client acknowledges that:
  • (i) Any third-party tools, freelancers, or services recommended by the Agency ("Recommended Resources") are suggested as general options only;
  • (ii) The Agency makes no representations regarding suitability for the Client's specific regulatory, legal, or operational requirements;
  • (b) The Client shall:
  • (i) Conduct industry-specific compliance verification for all Recommended Resources;
  • (ii) Verify freelancer qualifications and legal work status;
  • (iii) Assess business-specific implications beyond general market knowledge.
  • 13.3.6 Indemnity relating to 'Recommended Resources' in 13.3.5
  • The Client shall indemnify and hold harmless the Agency against all claims, losses, damages, and expenses arising from:
  • (a) Failure to conduct adequate due diligence on Recommended Resources;
  • (b) Regulatory non-compliance resulting from use of Recommended Resources;
  • (c) Business losses attributable to third-party tools or services.
  • 13.3.7 Limitation of Indemnity in 13.3.6
  • This indemnity shall not apply to the extent losses result directly from the Agency's gross negligence or wilful misconduct.
  • 13.4. Additional Term D: Backups of critical data: Unless a provision is explicitly in place, it remains the Client's responsibility to keep copies or backups of data considered critical.
  • 13.5. Additional Term E: UK law/Client communications: The Client may permit the use of their customer data for specified purposes by the Agency. The Agency trusts the Clients has abided by current laws and continues to do so when it comes to customer contact and data. The Agency will ensure their practices and tools abide by such current laws. If any customer expresses their desire to be unsubscribed directly to the Client, it is the Clients responsibility to action this request or pass the request to the Agency who will fulfil the request within the scope of work.
  • 13.6. Additional Term F: Termination of active work:
  • For any non retainer project, the Agency requires 30 working days notice for termination.
  • For monthly retainers the notice peroid is specified in the Schedule E contract.
  • Upon termination of contact, any discounted exclusive pricing detailed in 13.3 will be no longer be valid, perks will no longer be available.
  • If the Client still requires the use of these tools, they will need to setup, transfer and to pay any applicable costs. Alternatively, a new Agreement can be set up focused on specific services/tools. After termination, the Agency has no responsibility to assist the Client with any previous service or tools. All other terms in Schedule D will apply.
  • 13.7. Additional Term G: Transfer of digital assets to other platforms: If the Client wishes to transfer any work to platforms not used by the Agency, then the Client takes full responsibility for this.
  • 13.8. Additional Term H: Additional terms on the termination of a third party tool. In line with 13.3.3 if the Client decides a third party tool is no longer suitable, or the tool itself is no longer available, the Agency and Client will work together to find an alternative solution. However no guarantee can be made that an identical solution can be found to match the cost and/or functionality of the previous tool.
  • 13.9. Additional Term I: Change in Client business ownership: This contract is between specified parties with prices for services/tools valid at the time of signing. If Client business ownership changes, arrangements (outstanding Project work, reoccurring services, tool licenses) are not automatically continued. New arrangements at current Agency prices need to be formally arranged with the new owner of the business.
  • 13.10 Additional Term J: Client has deceased or is terminally ill: In the case of a Client becoming terminally ill or in the event of the death of a Client, the Agency will cease work and cancel any remaining payments upon receiving official and/or authorised information to confirm this has occurred. If the Client has set up a succession planning for their business, after a respectful amount of time has elapsed the Agency may approach the named person in the succession planning to enquire if their businesses still requires Agency services. In this case a new Agreement will need to be set up with the new business owner which will contain the Agency's current pricing.
  • 13.11 Additional Term K: Agency owner has deceased or is terminally ill: In the case of a Agency owner becoming terminally ill or in the event of the death of a Agency Owner, all enquires are to go to the emergency contact Mr Rex Hudson. If there succession planning has not been finalised all Agency payments will be cancelled and the emergency contact will action what is in their power to supply Clients with any information requested. Please note, this is not a legal arrangement or obligation so there is no guarantee all requests can be honoured without succession planning in place.
  • 13.12 Additional Term L: Features and pricing of recurring Agency plans. The below terms comply with the Unfair Contract Terms Act 1977. Recurring plans are arrangements set up by the agency that repeat either each month or year. These plans include limited use of third party tools (according to the type of plan) and/or limited services from the Agency. These terms are not applicable to custom projects, directly booked generic one time services/time based support. Conditions specific to retainer plans are covered in Additional Term M and extensively in Schedule E.
  • 13.12.1 Pricing and Cost Variation. The cost of any recurring plan shall be as specified at the time of sign-up and shall remain fixed throughout the initial term of the Agreement, save for the following circumstances:
  • (a) Where external tool, service or third-party licence costs increase beyond the Agency's reasonable control, the Agency may adjust the recurring plan fees accordingly. The Client shall be given no less than thirty (30) calendar days' written notice of any such price increase, along with the reasons that necessitate the adjustment.
  • (b) Any price increase on an existing plan shall be limited to the actual increase in costs incurred by the Agency and shall not exceed such increase by more than a reasonable administrative margin not exceeding five percent (5%).
  • (c) Excess Consumption of Third-Party Tools:
  • Where the Client's usage of any third-party tool included in the recurring plan exceeds the consumption limits agreed in writing at the outset of the Agreement or the Client uses features not covered in the Agreement:
  • (i) The Agency may pass additional costs to the Client or require upgraded licensing for the affected tool. Upgrades may not be possible within the Agency's licensing agreement and may require a different license to be setup, meaning this increased usage of the third party tool can no longer be part of the Agency plan and will be billed independently of the plan. See point (iii) for clarification on the overall monthly cost in such circumstances.
  • (ii) The Client may elect to discontinue use of the affected tool to avoid such costs;
  • (iii) Discontinuation of any specific tool shall not reduce the overall recurring plan fee, as the plan constitutes a bundled service offering rather than individually priced components.
  • (d) The recurring plan fees may be subject to annual review and adjustment in line with changes in the cost of tools, services, and Agency resources, provided that any such increase shall not exceed the retail price index for the preceding twelve (12) months.
  • 13.12.2 Service Limitations and Capacity Constraints. The tools and services included in any recurring plan are subject to the following limitations:
  • (a) Services are provided subject to availability and the Agency's operational capacity. The Agency reserves the right to limit or restrict access to certain services where licence allocation limits are reached or where the Agency's scalability constraints would otherwise be exceeded.
  • (b) In the event that services must be removed from a recurring plan due to capacity limitations or licence restrictions, the Agency shall provide the Client with no less than thirty (30) calendar days' notice and shall either:
  • (i) offer suitable alternative services of equivalent value; or
  • (ii) provide a pro-rata refund for the affected services.
  • (c) Should the Client elect to cancel the recurring plan following service limitations under clause 13.12.2(b), all terms and conditions set out in Schedule D (Termination) shall apply without penalty to the Client.
  • 13.13 Additional Term M: Agency Retainers. The below terms comply with the Unfair Contract Terms Act 1977. The scope of work under any retainer plan shall be as agreed in writing at the time of sign-up and shall include:
  • 13.13.1 Scope of Work and Additional Services.
  • (a) A clearly defined scope of services to be performed by the Agency during each retainer period. Any work requested by the Client that falls outside the agreed scope shall be subject to separate billing at the Agency's prevailing rates or shall require an agreed increase to the retainer fee.
  • (b) The Agency reserves the right to decline requests for additional work where such work would exceed the Agency's capacity or scalability limitations, or where the work falls outside the Agency's areas of expertise.
  • 13.13.2 Performance Disclaimers. The Client acknowledges and agrees that:
  • (a) The Agency makes no specific guarantees, warranties or representations regarding future business visibility, profitability, or commercial success as a result of services provided under this retainer or any other services.
  • (b) Whilst the Agency shall use its reasonable endeavours to enhance the Client's business visibility, profitability and provide relevant business insights, the Agency cannot make any unsubstantiated promises regarding specific results or outcomes.
  • (c) All performance of services is subject to market conditions, third-party factors, and other circumstances beyond the Agency's reasonable control.
  • 13.13.3 Reporting and Statistics. Access to work visibility, results and statistics shall be governed as follows:
  • (a) The scope of reporting, statistics and work visibility to be provided to the Client must be agreed in writing prior to the commencement of any retainer period.
  • (b) The Client may request additional statistics or reporting not agreed at the outset of the retainer period. The Agency may, at its sole discretion, either: (i) decline such requests where they fall outside the agreed scope or would require disproportionate Agency resources; or (ii) agree to provide such additional reporting subject to additional service fees or tool costs.
  • (c) Any additional reporting services agreed under clause 2.3(b) shall be subject to separate agreement regarding fees and timescales.
  • 13.13.4 Termination, Changes and Annual Leave Rights.
  • (a) The Agency may terminate any retainer plan by providing thirty (30) working days' written notice to the other parties registered email address where:
  • (i) The arrangement is not proving to be a suitable fit for either party's business requirements.
  • (ii) There has been a material change in circumstances that affects the viability of the retainer arrangement.
  • (iii) Notice of termination shall be deemed served when delivered in writing to the party's registered address or confirmed email address.
  • (iii) Upon termination, each party's obligations under the retainer shall cease, save for any accrued payment obligations and any continuing obligations that expressly survive termination.
  • (b) The Client may downgrade or terminate the retainer plan by providing the explicit notice period stated in their Schedule E contract. Downgrades are limited to the specific number of occurances the The notice peroid will determine how many subsquent payments will be made before the agreement formally concludes.
  • (b) The client Either party can choose to downgrade a retainer plan by giving thirty (30) working days written notice to the registered business email addresses of the applicable party.
  • (c) If the Client would like to upgrade their retainer cost and scope, normally this will require (30) working days notice to the Agency business email address so the Agency can plan capacity.
  • (d) The Agency reserves the right to the option of an agreed 1 month annual leave break per every 12 calendar months. This can be arranged in consideration of seasonal events for the Client business but will usually occur at the end or start of the calendar year. In such cases the payment of the Client for this month will be refunded in full.
  • 13.14 Additional Term N: Delayed or failed payments. If the Agency has not received successful payment for agreed project deliverables or services, it reserves the right to pause or withhold work.
  • 13.14.1 For pending digital projects, services or deliverables. The Agency may enact any of the following:
  • a) Pause and/or retain delivery projects, deliverables or services to the client
  • b) Retain digital projects in a non accessible space
  • c) Delay deployment of digital projects to the clients chosen domain, email or workspace as applicable.
  • 13.14.2 For active project timelines. If delayed or failed payments delay a project timeline the Agency will not be liable if future deadlines cannot be realised and no compensation or refund can be offered.
  • 13.14.3. Repeated delays or failed payments. If 3 or more failed or delayed payments happen within a 12 month period the Agency has the right to terminate the project giving the client 30 days notices. In the event of termination:
  • (a) Any work already paid and completed will be delivered.
  • (b) Work not completed will be archived without delivery to the client.
  • (c) There will be no refunds (pro rata or otherwise) for deposit payments or any other payments made by the client.
  • 13.15 — Additional Term O: Professional Verification of Outputs in High-Risk or Regulated Contexts
  • 13.15.1 Where the Client engages the Agency to produce documentation, content, processes, or other Deliverables intended for use in a professional, technical, regulated, or safety-critical context ("High-Risk Outputs"), the Client acknowledges and agrees that:
  • (a) The Agency is a digital marketing and business automation agency and does not hold professional qualifications, accreditations, or regulatory authorisations in any technical, engineering, medical, legal, financial, or other regulated discipline;
  • (b) High-Risk Outputs produced by the Agency are produced on the basis of information, instructions, and materials provided by the Client, and do not constitute professional advice, certification, or regulatory compliance in any regulated field;
  • (c) The Client bears sole responsibility for ensuring that any High-Risk Outputs are reviewed, verified, and approved by a suitably qualified professional in the relevant regulated discipline before being used, published, distributed, or acted upon in any operational, professional, or public-facing context.
  • 13.15.2 Without limiting the generality of §13.15.1, this clause applies in particular to Deliverables including but not limited to:
  • (a) Standard operating procedures, technical instructions, or process documentation for use in engineering, construction, electrical, mechanical, chemical, or other technical environments;
  • (b) Documentation intended for use in environments where an error, omission, or inaccuracy could result in personal injury, death, regulatory breach, or significant property damage;
  • (c) Any output the Client intends to present, publish, or distribute as authoritative in a regulated professional context.
  • 13.15.3 The Agency shall not be liable for any loss, injury, death, regulatory penalty, or other consequence arising from:
  • (a) The Client's use of High-Risk Outputs without first obtaining independent professional verification from a suitably qualified individual;
  • (b) Errors, omissions, or inaccuracies in High-Risk Outputs that a suitably qualified professional would have identified and corrected prior to use;
  • (c) The Client's failure to comply with the verification obligations set out in this clause.
  • 13.15.4 The Client shall indemnify and hold harmless the Agency against all claims, losses, damages, costs, and expenses (including legal fees) arising from the Client's failure to obtain professional verification of High-Risk Outputs prior to use, or from the use of such outputs in a manner inconsistent with this clause.
  • 13.15.5 Nothing in this clause limits or excludes the Agency's liability for death or personal injury caused by the Agency's own negligence, fraud, or fraudulent misrepresentation, as preserved by §10.11.3.
  • 13.16 Additional Term P: Use of Artificial Intelligence in Service Delivery
  • 13.16.1 Disclosure of AI Use
  • The Agency may use artificial intelligence tools and platforms ("AI Tools") in the preparation, production, or delivery of Deliverables and Services where this is appropriate to the task. The Agency does not warrant that any specific Deliverable is or is not produced using AI Tools unless explicitly agreed in writing in the relevant Project Order.
  • 13.16.2 Client Consent to AI Processing
  • By entering into this Agreement and commissioning Services, the Client gives informed consent for the Agency to use AI Tools in the delivery of those Services, subject to the data handling provisions set out in §13.16.3 and §13.16.4.
  • Where the Client does not wish AI Tools to be used in connection with a specific task or Deliverable, this must be stated in writing at the time of commissioning. The Agency reserves the right to decline work or adjust pricing where the exclusion of AI Tools materially affects the Agency's ability to deliver.
  • 13.16.3 Client Data and Personal Data
  • (a) The Client shall not provide the Agency with personal data belonging to the Client's own customers, employees, or third parties for the purpose of input into AI Tools unless:
  • (i) the Client holds a valid lawful basis under UK GDPR Article 6 for that processing;
  • (ii) the Client has fulfilled any applicable transparency obligations to the relevant data subjects; and
  • (iii) the Client has notified the Agency in writing that personal data will be included and confirmed that the above conditions are met.
  • (b) Where the Client provides personal data to the Agency for AI processing in accordance with §13.16.3(a), the Client warrants that it has full authority to do so and shall indemnify the Agency against any claims, penalties, or regulatory action arising from any breach of that warranty.
  • (c) The Agency shall apply reasonable technical and organisational measures to protect any personal data provided by the Client, and shall not use such data for any purpose beyond the delivery of the agreed Services.
  • (d) The Client acknowledges that AI Tools used by the Agency are provided by third-party vendors. The Agency shall take reasonable steps to ensure that AI Tools used in connection with client personal data are operated by providers whose terms do not permit use of submitted data for model training purposes. However, the Agency does not guarantee the practices of third-party AI vendors and the Client is advised to raise specific data sensitivity requirements before work commences.
  • 13.16.4 Data Minimisation
  • The Client and Agency shall each apply data minimisation principles when providing or using data in connection with AI Tools. The Client shall avoid including personal data, commercially sensitive data, or confidential third-party information in materials provided to the Agency unless it is strictly necessary for the Deliverable.
  • 13.16.5 Regulatory Evolution
  • AI regulation in the United Kingdom is subject to active development. The Agency shall take reasonable steps to remain aware of material changes to applicable law and guidance from the Information Commissioner's Office. Where a change in law materially affects the Agency's AI practices, the Agency shall notify active Clients and update this clause accordingly under the amendment protocol at §15.3.
  • 13.17 Additional Term Q: Accuracy of AI-Assisted Outputs
  • 13.17.1 Nature of AI Outputs
  • The Client acknowledges that AI Tools are probabilistic systems that generate outputs based on patterns in training data. AI-assisted Deliverables may contain inaccuracies, errors, hallucinations, outdated information, or outputs that are factually incorrect, misleading, or inappropriate for the Client's specific context. This is an inherent characteristic of current AI technology and does not constitute a breach of this Agreement by the Agency.
  • 13.17.2 Client Verification Obligation
  • The Client shall review all Deliverables — whether or not AI-assisted — for accuracy, completeness, and fitness for purpose before use, publication, distribution, or reliance upon them in any business, professional, or operational context. This obligation applies in addition to, and does not limit, any verification obligations arising under §13.15 in respect of High-Risk Outputs.
  • 13.17.3 Specific Verification Requirements
  • Without limiting §13.17.2, the Client shall apply particular scrutiny to the following categories of AI-assisted content before use:
  • (a) Factual claims, statistics, dates, names, and numerical data;
  • (b) References to legislation, regulation, case law, or professional standards;
  • (c) Technical specifications, measurements, or procedural instructions;
  • (d) Any content intended for use in a regulated, professional, or safety-critical context.
  • 13.17.4 Agency Not Liable for Unverified AI Errors
  • The Agency shall not be liable for any loss, damage, or consequence arising from the Client's use of AI-assisted Deliverables that contain errors, inaccuracies, or omissions that the Client has not identified through the verification process described in §13.17.2. Where the Client uses a Deliverable without conducting reasonable verification, the Agency's liability in respect of any defect in that Deliverable is excluded to the fullest extent permitted by applicable law.
  • 13.17.5 Approval as Confirmation of Verification
  • The Client's approval of a Deliverable — whether express or deemed under §4.5 of this Agreement — constitutes the Client's confirmation that it has conducted reasonable verification of that Deliverable's accuracy and fitness for purpose prior to use.
14. CLIENT CONDUCT STANDARDS
  • 14.1 Purpose and Scope. This section sets out the standards of conduct expected of the Client throughout the duration of any Agreement with the Agency. These standards exist to protect the working relationship, the quality of outputs, and the ability of the Agency to deliver services effectively. Conduct standards applicable to Agency team members and subcontractors are governed by separate agreements.
  • 14.2 Communication Standards
  • 14.2.1 The Client agrees to communicate with the Agency and its personnel in a professional and respectful manner at all times, whether by email, telephone, video call, messaging platform, or in person.
  • 14.2.2 The Client shall direct all substantive project communications through the Agency's designated communication channels and project management platforms. The Client shall not attempt to instruct, direct, or commission work directly from any Agency team member, subcontractor, or freelancer outside of these channels.
  • 14.2.3 Where the Client has concerns about the conduct, quality of work, or performance of any Agency personnel, these must be raised directly with the Agency rather than communicated to the individual concerned.
  • 14.3 Accuracy of Instructions and Briefs. The Client shall provide instructions, briefs, and all supporting information in a complete, accurate, and timely manner. The Agency relies on the accuracy of information provided by the Client in order to deliver the Services.
  • 14.3.2 Where the Client provides inaccurate, incomplete, or misleading information that results in rework, delays, or additional costs, the Client shall be responsible for any additional fees reasonably incurred by the Agency as a result.
  • 14.3.3 The Client shall notify the Agency promptly if any previously provided information becomes inaccurate or materially changes during the course of the Agreement.
  • 14.4 Access and Cooperation
  • 14.4.1 Where the delivery of Services requires the Client to provide access to platforms, accounts, systems, third parties, or other resources, the Client shall do so in a timely manner and in accordance with any timescales agreed in the Project Order or Schedule of Work.
  • 14.4.2 Delays in providing required access that result in project delays shall not constitute a breach by the Agency, and the Agency shall not be liable for missed deadlines arising from such delays.
  • 14.5 Scope and Process Conduct
  • 14.5.1 The Client agrees to engage with the Agency's agreed workflows, approval processes, and project management procedures. Repeated circumvention of agreed processes, or conduct that materially disrupts the Agency's ability to manage and deliver the Services, may be treated as a material breach of this Agreement.
  • 14.5.2 The Client shall not request, imply, or apply pressure on the Agency to deliver work outside agreed scope, timescales, or quality standards without entering into a formal change process as set out in §4 of this Agreement.
  • 14.6 Use of Deliverables
  • 14.6.1 The Client shall use all Deliverables only within the scope and purpose agreed in the relevant Project Order or Schedule of Work. Use of Deliverables outside this scope, including in contexts that could expose the Agency to reputational or legal risk, is not permitted without prior written consent from the Agency.
  • 14.7 Zero Tolerance
  • 14.7.1 The Agency operates a zero-tolerance policy in respect of abusive, threatening, discriminatory, or harassing conduct directed toward the Agency or any of its personnel, subcontractors, or agents. This applies regardless of the medium through which such conduct occurs.
  • 14.7.2 A single incident of conduct falling within this clause may constitute grounds for immediate termination under §11.5 without entitlement to refund.
  • 14.8 Third Party and Subcontractor Relations. Third party and subcontractor conduct standards are governed by separate agreements. Where a subcontractor or team member is engaged on work for the Client, the Client's conduct toward that individual is nonetheless governed by §14.7 of this Agreement.
15. CONTRACTUAL SUPERSESSION
  • 15.1. Foundational Agreement
  • 15.1.1 This Master Services Agreement ("MSA") dated upon the signed date constitutes the foundational understanding between Digiful ("Service Provider") and The Client ("Client") regarding the subject matter herein. The only overriding documents are specific guidelines in Schedule A, Schedule B, Schedule C, Schedule D, Schedule E incorporated by reference, which have been signed on the same date or later. Any matters not referred to in these documents are enforced from this document by default.
  • 15.1.2 All prior agreements, understandings, representations, warranties, arrangements, collateral contracts, and communications between the Parties relating to the Services, whether written or oral, are hereby terminated and superseded in their entirety. This includes but is not limited to:
  • (a) Previous versions of this MSA
  • (b) Statements of Work executed under prior agreements or have been signed on dates earlier than the signing of this document.
  • (c) Any ancillary documentation not expressly incorporated herein
  • 15.2 Retroactive Application
  • 15.2.1 Where no prior written agreement exists between the Parties in respect of Services performed before the Effective Date, and both Parties acknowledge this in writing, this MSA may be agreed by both Parties to govern any dispute arising from those Services.
  • 15.2.2 This MSA shall govern all ongoing Services and obligations that continue after the Effective Date, regardless of when those Services commenced, provided no prior written agreement expressly governs the same matter.
  • 15.2.3 Nothing in this clause shall be construed as imposing obligations retroactively on either Party without mutual written consent.
  • 15.3 Amendment Protocol. This MSA may be amended as follows:
  • (a) Material amendments (including changes to payment obligations, liability caps, intellectual property rights, or termination provisions) shall require no less than 30 days' written notice to all active Clients, delivered to their registered business email address and published as a changelog entry on the MSA page. Continued engagement following the notice period shall constitute acceptance of the amended terms. Where both Parties agree, material amendments may alternatively be executed in writing by duly authorised representatives explicitly referencing the clauses being modified.
  • (b) Non-material amendments (including corrections, clarifications, formatting changes, and updates to operational procedures that do not alter Client rights or obligations) may be made by Digiful unilaterally and take effect immediately upon publication, provided a changelog entry is made on the MSA page noting the change and its effective date.
  • (c) Digiful shall maintain a changelog on the MSA page summarising all amendments, their nature (material or non-material), and their effective dates.
  • (d) For the avoidance of doubt, clause 1.11 and this clause 15.3 are to be read together; in the event of any conflict, this clause shall prevail as the governing amendment protocol
  • 15.4. Dispute Resolution Hierarchy
  • 15.4.1 MSA Version disputes
  • (a) The version of this MSA that was in force at the time the relevant Services were performed shall govern any dispute arising from those Services.
  • (b) Where Services span multiple MSA versions, the version in force at the commencement of those Services shall apply, unless both parties have expressly agreed in writing to apply a later version.
  • 15.5. Continuity of Obligations. The supersession of prior agreements shall not affect:
  • (a) Accrued rights or liabilities existing at the Effective Date
  • (b) Confidentiality obligations surviving termination
  • (c) Indemnification provisions for pre-existing claims
  • 15.6 Governing Law. This supersession clause shall be interpreted under:
  • (a) The Laws of England and Wales
  • (b) The Unfair Contract Terms Act 1977
  • (c) The principles established in *Rock Advertising Limited v MWB Business Exchange Centres Limited* [2018] UKSC 24[6]
  • 15.7 Non-Conformance Notice. Any Party disputing the applicability of this MSA to historical matters must:
  • (a) Notify the other Party in writing within 30 days of dispute identification
  • (b) Particularise which prior agreement provisions they claim remain operative
  • (c) Demonstrate material prejudice from application of this MSA's terms
  • 15.8 Succession Clause. If the Agency is acquired, merged, assigned, or transferred, this Agreement and all Schedules shall bind the successor entity.
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