LEGAL
Master Services Agreement Subcontractor
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.
Previous archived version
MSA Subcontractor - 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 AND INTERPRETATION
- 1.1 Definitions In this Agreement:
"Services" means the digital marketing, content, automation, and related administrative and technical services provided by the Subcontractor,
as assigned by the Agency from time to time through its project portal and as described generally in Schedule 1.
"Materials" has the meaning given in clause 4.1.
"Intellectual Property Rights" / "IPR" has the meaning given in clause 4.1.
"Background IP" has the meaning given in clause 4.1.
"Client" means any client of the Agency for whom the Subcontractor provides Services or to whom the Subcontractor is exposed in the course
of the Services.
"Confidential Information" has the meaning given in clause 7.1.
"Framework" means the working framework set out in Schedule 1 (P/A/B/C/D weekly rhythm, close types, and logging).
"Specific Terms" means the individually agreed terms set out in Schedule 4.
- 1.2 Supporting schedules in Part B. Schedules 1, 2, 3, and 4 form part of this Agreement and have effect as if set out in full in the body. These will be outlined in the shared contract.
- 1.3 Conflict of terms. Where any Specific Term in Schedule 4 conflicts with a clause in the body, the Specific Term prevails for this Subcontractor only.
2. SCOPE OF SERVICE AND TASK ASSIGNMENTS
- 2.1 Standards of work. The Subcontractor shall provide the Services with reasonable skill and care, to the standards set out in the relevant task brief and in Schedule 1.
- 2.2 Assigning of work. Work is assigned on a per-task basis through the Agency's project portal. Each task brief sets out the scope, deliverable, and deadline; the task brief in the portal, together with this Agreement and Schedule 1, governs each task.
- 2.3 Deliverables created. The Subcontractor acknowledges that the deliverables are created for the ultimate benefit of the Agency's Clients and shall comply with applicable Client brand guidelines and platform rules communicated by the Agency.
- 2.4 Task acceptance, mid-task status, and close are governed by the Framework (Schedule 1).
Completion of a task within the Agency's project portal (marking a task complete) is carried out by the Agency only.
3. STATUS OF THE PARTIES
- 3.1 Independence. The Subcontractor is an independent self-employed contractor. Nothing in this Agreement creates a relationship of employer and employee, worker, agency, partnership, or joint venture between the parties.
- 3.2 The Subcontractor:
- (a) controls their own working methods and hours, and decides how and when the Services are performed, provided deliverables meet the briefed deadlines and standards;
- (b) is free to provide services to other clients and to undertake other work, and is not required to work exclusively for the Agency;
- (c) is not obliged to accept any particular task offered, and the Agency is not obliged to offer a minimum amount of work; and
- (d) is responsible for their own income tax, National Insurance, and any VAT arising from payments under this Agreement.
- 3.3 The Subcontractor is not entitled to holiday pay, sick pay, pension contributions, notice (save as set out in clause 10), or any other employment benefit.
4. INTELLECTUAL PROPERTY RIGHTS
- 4.1 Definitions.
"Materials" means all work product, deliverables, materials, and outputs of any kind created, developed, produced, contributed to, or worked on
by the Subcontractor in the course of, or arising from, providing the Services, whether alone or with others, whether complete or in draft, and
in any medium or format now known or later developed. The categories of Materials are set out non-exhaustively in Schedule 2.
"Intellectual Property Rights" / "IPR" means all intellectual property rights of any kind, whether registered or unregistered, anywhere in the world,
including copyright and related rights, database rights, design rights (registered and unregistered), trade marks, patents, rights in inventions,
rights in know-how and confidential information, and all applications, renewals, and extensions of the foregoing.
"Background IP" means any IPR owned by or licensed to the Subcontractor that (a) existed before the Effective Date or was created
independently of the Services, and (b) is incorporated into, or necessary for the use of, any Materials.
- 4.2 Assignment of IPR. The Subcontractor assigns to the Agency, with full title guarantee and free from all third-party rights, all present and future IPR in the Materials. This assignment (a) takes effect automatically and immediately upon the creation of each item of Materials; (b) applies irrespective of whether any payment has been made or invoice raised; and (c) includes the assignment of future IPR by way of present assignment of future rights.
- 4.3 Further assurance. The Subcontractor shall, at the Agency's request and cost, promptly do all things and execute all documents necessary to vest, perfect, or evidence the Agency's ownership of the IPR in the Materials, including after termination. The Subcontractor irrevocably appoints the Agency as its attorney to execute any such document in the Subcontractor's name should the Subcontractor fail to do so within [14] days of request.
- 4.4 Moral rights. The Subcontractor irrevocably waives, to the fullest extent permitted by law, all moral rights in the Materials under the Copyright, Designs and Patents Act 1988 and equivalent rights worldwide.
- 4.5 Background IP. Where Background IP is incorporated into the Materials, the Subcontractor (a) retains ownership of that Background IP; and (b) grants the Agency a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence (with the right to sub-licence, including to Clients) to use, copy, modify, and exploit that Background IP to the extent necessary to use the Materials for any purpose. The Subcontractor shall identify any Background IP in writing (per Schedule 2) before or at incorporation. Material not so identified is deemed Materials assigned under clause 4.2.
- 4.6 Originality and non-infringement. The Subcontractor warrants that the Materials are original and do not infringe any third party's IPR, save for (a) Background IP licensed under clause 4.5, and (b) third-party or AI-tool materials supplied or approved by the Agency.
5. ACCOUNT ACCESS AND SECURITY
- 5.1 Tool access. The Agency may grant the Subcontractor access to internal software, scheduling tools, Client accounts, and credential stores. Access is granted for the sole purpose of providing the Services.
- 5.2 Login credentials. The Subcontractor shall keep all login credentials strictly confidential and secure, and shall not share access with any other person without the Agency's prior written consent.
- 5.3 Agency account use following termination. On termination, or on the Agency's request, the Subcontractor shall promptly cease using all such accounts, delete stored credentials, and return or destroy any downloaded Client or Agency data.
6. FEES INVOICING AND PAYMENT
- 6.1 Fees. The Agency shall pay the Subcontractor the fees set out in Schedule 3.
- 6.2 Time logging. Time is logged at task level using the Agency's chosen time-tracking tool, with project/task association, in accordance with Schedule 1.
- 6.3 Invoicing. The Subcontractor shall invoice the Agency [monthly] for time logged. Invoices must specify hours worked and Invoice number as well as the sub contractor's detailsk. Payment shall be made within [14] working days of receipt of a valid, undisputed invoice.
- 6.4 Standards. Where a deliverable materially fails to meet the brief or agreed standards, the Agency may request a revision at no additional fee before the task is treated as complete.
- 6.5 Fees. The fee rate and any rate review are as set out in Schedule 3. A change to the rate does not require a new Agreement, only an updated Schedule 3 agreed in writing by both parties.
7. CONFIDENTIALITY AND DATA PROTECTION
- 7.1 "Confidential Information". Confidential information means all non-public information of the Agency or its Clients, including commercial information, Client lists, marketing strategies, financial data, pricing, internal tools, processes, and the terms of this Agreement.
- 7.2 Confidentially. The Subcontractor shall keep all Confidential Information strictly confidential, use it only for providing the Services, and not disclose it to any third party without the Agency's written consent. This obligation continues after termination.
- 7.3 Data Laws. The Subcontractor shall comply with the UK GDPR and the Data Protection Act 2018, and shall process any personal data only in accordance with the Agency's instructions and for the purpose of providing the Services.
8. CONDUCT AND CLIENT-FACING WORK
- 8.1 Client communication. Where the Subcontractor interacts directly with Clients (including by video call, email, or shared project tasks), the Subcontractor shall conduct themselves professionally and in a manner consistent with the Agency's standing with its Clients. All communication with clients should be done via the agency portal or agency email, WhatsApp or social media as per instructions. The Subcontractor should not use personal accounts to contact Agency clients, unless explicitly requested to, for a specific time limited purpose.
- 8.2 Resolution. The Agency and the Subcontractor shall, wherever reasonably practicable, discuss and resolve feedback, corrections, and questions about work between themselves before such matters are made visible to a Client in shared channels.
9. NON-SOLICITATION
- 9.1 Solicitation. During this Agreement and for [6] months after termination, the Subcontractor shall not directly solicit or approach, with a view to providing competing services, any Client with whom the Subcontractor had material dealings in the [12] months before termination.
- 9.2 Solicitation exemptions. For the avoidance of doubt, this clause does not prevent the Subcontractor from providing services to a business that independently approaches the Subcontractor without solicitation, nor from working in the industry generally.
10. Termination
- 10.1 Either party may terminate this Agreement by giving the notice period set out in Schedule 4, or in the absence of a Specific Term, [14] days' written notice.
- NOTE: Notice period now points to Schedule 4 so it can be individually agreed (the current subcontractor's inputs and the October-review request make a firm, mutually agreed notice period important). Default [14] days if no Specific Term. Made mutual (a one-sided Agency termination right tilts toward employment status).
- 10.2 Grounds for immediate termination. The Agency may terminate immediately by written notice if the Subcontractor commits a material breach that is not remedied within [7] days of notice, acts dishonestly, or brings the Agency or its Clients into serious disrepute.
- 10.3 On termination. On termination accrued fees for work done remain payable; clauses 4 (IP), 5.3 (data return), 7 (confidentiality), and 9 (non-solicitation) survive.
- 10.4 Offboarding. On termination, the parties shall complete a clean offboarding: the Subcontractor confirms all IPR is assigned per clause 4, returns or destroys Agency and Client data per clause 5.3, ceases all account access, and provides a handover of any in-progress work per the Framework (Schedule 1).
11. LIABILITY
- 11.1 Liability limitations. Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be limited by law.
- 11.2 Liability fees. Subject to clause 11.1 [and clause 11.4], the Subcontractor's total liability to the Agency under this Agreement in any 12-month period shall not exceed the total fees paid to the Subcontractor in that period.
- 11.3 Insurance. Currently professional indemnity is not required.
12. REVIEW MECHANISM
- 12.1 Working review. The parties shall review the working arrangement at the intervals set out in Schedule 4, or in the absence of a Specific Term, at reasonable intervals agreed between them.
- 12.2 Review arrangement. A review is a good-faith, mutual discussion of how the arrangement is working for both parties, covering capacity, priorities, the type and volume of work, and any changes either party wishes to raise. A review does not of itself alter this Agreement; any agreed changes are recorded in writing.
13. GENERAL
- 13.1 Agreement Scope. This Agreement (with its Schedules in Part B) is the entire agreement between the parties and supersedes prior arrangements.
- 13.2 No variation. No variation is effective unless in writing and agreed by both parties (save for Schedule 3 rate updates under clause 6.5).
- 13.3 Enforceable rights. This Agreement does not create any right enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999, save that Clients may enforce clauses 4 (IP) and 7 (confidentiality) to the extent necessary.
- 13.4 Governing laws. This Agreement is governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts.
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