LEGAL

Master Services Agreement

The MSA (Master Services Agreement) is 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.

This document is the default reference for all queries and is only overruled (where applicable) by the Schedule B (Statement of Work) for each project and applicable current documentation on the current support website. Generic booked services are bound by the latest version of this document by default.

The MSA underpins the latest foundation of all work done by the agency and details important matters such as late payment, changes, client responsibilities, confidentiality and the legal relationship.

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.
This could include any of the following: Clients, Investors, Team, Freelancers.
Agency: Digiful (Malton Drive, Stockton-on-Tees, TS19 8TU)

Version summary:

Version date: 02/04/2025
Changes include:
Additional details for freelancers
Additional scenarios added including if a client's business is taken over, illness and death.

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.
1.5. 'Agency Tools' means all design tools developed and/or utilised by Agency in performing the Services, including without limitation pre-existing and newly developed software including source code, web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, data reporting materials and branding assets.
1.6 "Accessibility Regulations" means the Equality Act 2010, Public Sector Bodies (Websites and Mobile Applications) Accessibility Regulations 2018, and subsequent amendments.
1.7 "WCAG Standards" refers to the latest Web Content Accessibility Guidelines as published by W3C.
1.8 "Project Sign-Off" denotes formal client acceptance through the Schedule C legal signing and incorporating by reference the terms in Schedule C.

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.
2.3. Investor Agreements: Investor payments are set at the time of contract signing with a fixed Agreement term and cancelation notice period. Both parties agree to the commitments of the Agreement for the term. If either party does not hold up their commitment then an early termination can be negotiated, but previous payments will not be refunded. After the Agreement term has expired neither party is obligated to continue the arrangement, but may enter a new Agreement.

3.1. Fees: Depending on the parties of the Agreement either a), b) or c) below will be applicable:
a) Client paying 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.
b) Agency paying 3rd person: The Agency will pay the amount according to the details in the Project Order (Schedule B) upon Agreement of the work. Additional costs must be agreed before the signing of both parties.
c) Investor paying Agency: The investor agrees to promptly setup payment and to ensure payment is not interrupted for the term of the Agreement.
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.
c) Investor to Agency: The Agreement commences upon first payment from the Investor. Agency reserves the right to pause commitments if payments are not setup/not received.

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, Freelancer 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.
c) Investor to Agency: Changes to an Investor Agreement in most cases will mean the termination of the Agreement and a new Agreement will need to be setup. Any ongoing or future benefits from the Agreement will have to be paused or forfeited by the Investor.
4.2. Investor specific changes. Agency will notify Client or Investor 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 documentation 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.
4.4. Timing: The Agency will undertake commercially reasonable efforts to perform the Services within the time(s) agreed in the SOW and/or according to provided information on the Agency support site.
The Client or Investor 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 or Investor (as the applicable) communication within 'office hours' and where applicable supplying applicable additional media pursuant to Project Documentation.
If the Client or Investor 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 or Investor, within two (2) business days of receipt of each Deliverable or Investment benefit/reward, 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.

5.1. The 3rd Party whether Client, Team Member, Freelancer or Investor acknowledges that it 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.
e) Client to Agency/3rd party to Agency/Investor to Agency: Acknowledges that delays in providing required information may result in delay to agreed dates and in such a case the Agency will not be held liable for unavoidable delays.
f) 3rd party working for the Agency: A delay in important communication of more than 1 business day that results in end date delay may result in a final payment penalty.

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.

7.1. 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 or Investor on any Agreement agrees not to disclose payment details made to the agency without expressed permission in writing. Likewise the Freelancer or Team Member agrees not disclose payment, perks or any other resources or gratuities obtained from the Agency without expressed permission in writing.
7.3. Confidentiality regarding different Client packages, services and licences: Any details a Freelancer or Team Member has access to on different Client packages and payments will be kept in strict confidence. Under no circumstances will a Freelancer or Team Member disclose the services, packages, payment, licenses or any other business details relating to a Client, to any other person, including a past or current Client.
7.4. Confidentiality regarding Agency arrangements and business operations: Any Freelancer or Team Member working for the Agency agrees not to disclose any details about the Agency finances, payment, digital resources or communications. Agency communication should not be discussed outside of the relevant Client and Team Member (see point 14.6). This includes the licensing/account/payment details of any digital apps, tools or platforms the Agency uses. This also includes any arrangements or fees made with third party individuals or companies.

8.1. Agency shall provide the Services under the general direction of Client or Investor, but 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 authorized to act as Agent or bind the other party except as expressly stated in this Agreement. 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.
8.2. Agency Agents: Agency shall be permitted to use third parties or other service providers as Independent Contractors in connection with the Services (“Design Agents”). Agency shall remain responsible for such Design Agents’ compliance with the terms 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, any Agency employee or Freelancer 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
(a) 25 percent of said person’s first year salary with Client, or
(b) 25 percent of fees paid to said person if engaged by Client as an independent contractor.
In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date.
In the event of (b) above, payment will be due at the end of any month during which the Independent Contractor performed services for Client. Agency, in the event of non-payment shall be entitled to seek all remedies under Law and equity.
Solicitation within the period of an active Agreement will constitute a violation of this Agreement and mean the Agency has the right to terminate the Agreement immediately without obligation to return any funds paid.
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.
8.5. Project Exclusivity: Any Freelancer or Team Member working for the Agency will adhere strictly to both the signed project guidelines and direction of the Agency during an active project period. The Freelancer agrees not to suggest, imply or offer additional services beyond what has been agreed without formal Agreement from the Agency. Any such communications asking for additional work should be immediately forwarded to the Agency who will communicate directly with the Client. During the active project period the Freelancer will refrain from offering any private services, either free or paid, to the Client. After an active project the terms of point 8.3. will apply.

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.

10.1. 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: In all circumstances, the maximum liability of Agency, its Directors, Officers, Employees, Design Agents and Affiliates (“designer parties”), to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of Agency. In no event shall Agency be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Agency, even if Agency has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
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 digilence 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 There is no allowance for any legal payout by Digiful for any legal ,regulatory or accessibility claims
10.11.3 No implied warranties of fitness for particular accessibility purpose
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

11.1. 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 pay in addition to the above 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.

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:
a) Client to Agency: Client is still responsible to pay applicable Agency costs.
b) Agency to third party Freelancer: Agency will modify payment final totals and according to what is Agreement
c) Investor and Agency: Both parties will either terminate the Agreement with no refunds to the Investor, or start new commitments within 10 business days from the Agreement date.
That either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights.
12.1. 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.
12.2: 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.
12.3. 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, Investor, Team Member or Freelancer as applicable. 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.
12.4. 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.
12.5. 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.
12.6. 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.

13.1. 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: This term covers set the use of third party tools arranged by the agency.
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. Exclusive reduced costings of platforms and/or third party services are only guaranteed in one of these scenarios:
(a) for the duration of a project
(b) while payment is being received from the Client for an agreed level of service or plan
(c) at the Agency's discretion.
The Client agrees to the licensing terms of these tools and acknowledges that once any limits of the third party tool or service are exceeded, the tool or service may cease, or additional payments may be necessary.
Although most Agency provided licenses are fixed, there may be future scenarios where for example the platform owner increases costs, which mean an increase in license fees. 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 in scenarios (a) and (b). For scenario (c) the 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 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;
(iii) Final due diligence responsibility for verifying compliance, security standards, and legal suitability of Recommended Resources rests solely with the Client.
(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.
13.3.5 Indemnity relating to 'Recommended Resources' in 13.3.4
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.
13.3.6 Limitation of Indemnity in 13.3.5
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.
13.4. 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.
13.5. Additional Term F: Termination of active work/ongoing work/Agreement for a Client or Investor: For any ongoing project, the Agency requires 30 working days notice for termination. Upon termination of contact, any discounted exclusive pricing detailed in 13.3 will be no longer be valid, perks/rewards to Investors may expiry or no longer be available. If the Client or Investor 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.
13.5. 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.
13.6. Additional Term H: Additonal 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.
13.6. 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.
13.6 Additional Term J: Client or Investor has deceased or is terminally ill: In the case of a Client or Investor becoming terminally ill or in the event of the death of a Client or Investor, 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.
13.6 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.
13.7 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 limited services from the Agency. These terms are not applicable to custom projects, directly booked generic one time services/time based support. 'Retainers' are covered in Additional Term M.
13.7.1 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.
13.7.2 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 1.2(b), all terms and conditions set out in Schedule D (Termination) shall apply without penalty to the Client.
13.8 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:
13.8.1 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.
13.8.2 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.
13.8.3 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.
13.8.4 Termination, Changes and Annual Leave Rights.
(a) Either party may terminate any retainer plan by providing sixty (60) 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) 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.

14.1. Professional responses to communication with the Agency owner and others. All persons working with the Agency regardless of term, agree to communicate in prompt and professional terms at all times via the business communication platform as primary communication channel and business email as secondary. Serious unprofessional communication or conduct, as determined solely by the Agency, may lead to early termination of a project without any remaining payment.
14.2. Critical information communicated quickly: Any critical information whether personal or business, upon discovery or confirmation should be communicated ideally within the hour and at the latest by the end of the working day. Critical information of a business nature could include, but is not limited to, communications with the Client that contain information that significantly changes the project scope or the clients wish to pause or discontinue work (see point 3.4, Support Guidelines, and Schedule D). Critical information of a personal nature could include, but is not limited to, inability to continue working on a project or unforeseen delays to agreed deadlines because of unexpected personal circumstances. (see points 4.1b, 12.1b)
14.3. Ai technology: Team members or Freelancers using Ai agree to check that any output is both accurate and reflects the Agency's professional standards in accuracy and tone.
14.4. Payment terms: Payment terms are Agreed at the beginning of a project are final and cannot be negotiated part way through a project. Payment for additional work (overtime / different types of work) outside of the original scope will be Agreed and paid separately.
14.5. Communication from team members, contractors or freelancers to Clients/Investors:
14.5.1. Shall be limited to what has been agreed within role and unless explicitly agreed, will not include discussion or Agreement of changes/additions to arrangements or fees covered.
14.5.2. 'Client communication preferences' for Client to Agency contact are covered within the relevant page on the support site. Those working for the Agency agree to adhere to the latest version. Phone calls are least preferred as they are not recorded for future reference.
14.5.3. Communication should not happen outside shared business platforms, including using personal email, phone, SMS, WhatsApp or social media - unless explicitly requested. Point 8.3 regarding solicitation applies here. In rare cases where contact is needed outside of business platforms, a summary note will be added to the business platform by the end of the working day. If a Client or Investor contacts a Team member via a personal contact method, the Team member will transfer the communication to a business communication method as soon as is possible and politely advise the Client or Investor to contact a business channel first in future.
14.5.5. Communication directly with Clients or Investors within face to face meetings will be strictly restricted to Agreed parameters. Although the Agency may invite feedback, Team Members and Freelancers agree not to make firm recommendations and to respect the final decision of the Agency in all matters.
14.6. Confidentiality and use of tools for those working with the Agency: (related to point 7). Those working with the Agency Agree to strict confidentiality regarding:
a) Confidentiality of all past plans, prices and services. These should not be communicated with clients, so expectations of future pricing can be managed.
b) Safeguarding of logins, payment information, platform plans and licenses, communications, contact details of other Team Members/Freelancers/Clients/Investors and the business details of any individual or company the Agency works with. Outside of the relevant 3rd party directly involved and the Agency owner, Freelancers and Team Members agree not to disclose any details to any other party including other Freelancers or Team Members not actively involved with the project.
c) Those working with the Agency also agree only to use tools they have access to for direct Agency work only and will refrain from any use for non-Agency related purposes.
14.7. Payment and perks to freelancer or team members:
14.7.1. Payment will generally be paid within 14 working days of work being completed, unless other arrangements have been specified prior to signing the Agreement.
14.7.2. Payment will be made to the Freelancer or Team Members’ bank account or chosen online secure payment system only upon the receipt of a valid invoice.
14.7.3. For large projects spanning more than a month, a Freelancer may request a deposit payment. This request must be clearly stated and Agreed by the Agency before starting work and signing the Agreement.
14.7.4. Payment will be made for other expenses such as travel and refreshments to the amount Agreement beforehand and only during the time spent on Agency work.
14.7.5. Bonuses and perks are conditional and can be changed or withdrawn at any time.
14.7.6. Additional payment may be requested in the following circumstances:
14.7.6.1. The Freelancer or Team Member can only give an estimate for the time needed or cost of a job owing to the fact this is the first time this job has been completed. In this scenario the Freelancer will need to contact the Agency via email or the current project management system before the end of the allocated time and communicate the current progress on the work and what is remaining. The Agency will then decide, at it’s discretion, whether to request further work or complete the job without the assistance of the Freelancer or Team Member.
14.7.6.2. The Freelancer or Team Member needs to travel and/or has relevant and reasonable refreshment expenses (if these are not paid by the Agency in advance of the final invoice).
14.7.6.3. The Freelancer or Team Member needs training and tools directly related to Agency work. Such requests must be made before a Freelancer makes such purchases themselves and/or starts work that requires such purchases.
14.8 Circumvention
(a) Any freelancer or contractor engaged by the Agency to perform services under this Agreement ("Agency Personnel") is expressly prohibited from accepting direct requests for services, employment, or payment from the Client for work related to Agency projects.
(b) Agency Personnel shall immediately decline any direct work requests from the Client that:
(i) contravene the Agency's instructions via email or the project management platform; or
(ii) fall outside the scope of work expressly authorised by the Agency.
(c) The Agency warrants that all contracts with its personnel include enforceable obligations reflecting clauses 12.1(a)-(b).

15.1. Influence: Any influence and direction an Investor gains is outlined clearly in the initial Agreement. Outside of these terms Investors do not hold influence over Agency decisions or business direction.
15.2. Rewards: Any 'rewards' outlined on an Investor Agreement plan are subject to availability at the time of offering. 'Rewards' that cannot be fulfilled, despite best efforts, due to external circumstances out of the control of the Agency will not be substituted or compensated.
15.3. Revenue share: Revenue share Arrangements are generally time limited to the Agreement term. The revenue is only applicable to the investment specified and not all Agency business revenue. The only exception to this is a 'continuation clause' as detailed in 15.4
15.4. Continuation clause: After the full term an Arrangement can continue in it's original terms or terms similar to them but this must be specified in this clause. At any time, either party can terminate the continuation. A new Arrangement can be created without any ties to the original.
15.5. All Investors recognise the risk of investment and understand any funds already committed cannot be refunded under any circumstances.

16.1. Foundational Agreement
16.1.1 This Master Services Agreement ("MSA") dated upon the signed date constitutes the foundational understanding between Digiful ("Service Provider") and any third party, i.e The Client ("Client"), The Team Member ("Team member"), Freelancer ("Freelancer") or Investor ("Investor") regarding the subject matter herein. The only overriding documents are specific guidelines in Schedule A, Schedule B, Schedule C or Schedule D 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.
16.1.2 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
16.2 Retroactive Application
16.2.1 Notwithstanding clauses contained in 16.1, this MSA shall govern all disputes arising from:
(a) Services performed prior to the Effective Date where no separate written agreement exists
(b) Ongoing matters substantially connected to Services governed by this MSA
(c) Claims relating to contractual interpretation of prior dealings between the Parties[6]
16.3 Amendment Protocol. Any amendment to this MSA shall:
(a) Be executed in writing by duly authorised representatives of both Parties
(b) Explicitly reference the clauses being modified
(c) Contain the following supersession language:
"This Amendment # [X] supersedes all previous versions of the Master Services Agreement between the Parties with respect to the amended provisions."
16.4. Dispute Resolution Hierarchy
16.4.1 For all claims arising after the Effective Date, regardless of when the disputed Services were performed:
(a) The version of this MSA in force at the time of dispute commencement shall prevail
(b) Previous versions shall only be admissible for historical context where expressly referenced in the operative agreement
(c) Parol evidence relating to superseded agreements shall not be admissible in legal proceedings
16.5. 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
16.6 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]
16.7 Non-Conformance Notice. Any Party disputing the applicability of this MSA to historical matters must:
(a) Notify the other Party in writing within 14 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