LEGAL

Schedule C - Work completion

This schedule outlines the legal wording for Schedule C is the Statement of Work (SOW) or Project Order Pt.2, which is a document 'incorporated by reference' to your signed contract.

Purpose

Schedule C - signifies the mutually agreed completion (sign off) by the client and agency of a project.
Schedule C2 - covers ongoing arrangements post project for licensing and support, including changes to existing arrangements.

What it means

End of ‘active project’ status (and of any included support or services) indicated in the signed contract details based on Schedule B - Statement of Work Pt.1 (SOW).
Agency and client are happy to conclude and sunset the project.

Incorporated by Reference

This page is 'incorporated by reference' meaning it is linked to your signed contract. Signing your contract means acceptance of the terms on this page. The terms are stored here for easier future reference and to ensure contracts are not unecessarily lengthy.
The details or specifics of the work completed are not contained here but rather are part of either:
Schedule B (SOW) signed contract or
Booking details for generic / 'on call' services

Additional notes

This schedule incorporates a two-part structure

(i)sign off
(ii) ongoing and/or updated arrangements for support and/or licensing.

Signing a contract indicates acceptance of the specific details in the contract and also all parts of this schedule.

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: 30/12/2025
Changes include: UK law compliance linked with data processing and client responsibilities, license fair use policy, limits and discontinuation protocols.
🖋️ This icon indicates that the specific details of this clause are manually added in the contract.

This Statement of Work Part 2 serves as the formal completion and verification agreement for services rendered by the Agency named herein. The Project Details and the Parties to this Agreement are specified in the signed contract.

The Client confirms that all services and deliverables specified in the associated Statement of Work Part 1 (Schedule B) have been completed to the Client's satisfaction, including any revisions and amendments as agreed. The Client has had adequate opportunity to review, test, and evaluate all work before signing this completion agreement.

The Client confirms that they have:

Thoroughly reviewed all delivered work for content accuracy, spelling, grammar, and formatting
Verified that all design elements, materials, and assets have been checked for appropriate licensing and usage rights
Confirmed that the work meets the Client's business and technical requirements

The Client accepts full responsibility for identifying and addressing any inaccuracies or corrections required after signature of this agreement. Should inaccuracies be discovered post-signature, the Client shall bear responsibility for remediation, which may be subject to additional fees if implementation is required. The Agency shall have no liability for such post-completion corrections unless caused directly by the Agency's demonstrable breach of specified deliverables.

The Client confirms that they have independently verified that all design elements, stock photography, fonts, icons, plugins, and other third-party materials used in the work have been obtained through appropriate commercial licensing channels and that usage rights cover the Client's intended use.

The Client accepts full and sole responsibility for the inclusion of all third-party intellectual property. The Client indemnifies and holds harmless the Agency from any claims, damages, losses, or liabilities arising from the Client's use of any third-party materials, including but not limited to claims of infringement of copyright, trademark, patent, or other intellectual property rights. This indemnification applies whether or not the Agency obtained such materials in good faith on behalf of the Client or the Client provided such materials directly.

As set out in the executed Master Services Agreement and Schedule A (Intellectual Property), the Agency cannot and does not provide indemnification for third-party intellectual property claims.

The Client confirms that ownership of all work product, deliverables, and intellectual property created by the Agency specifically for this project has been transferred to the Client in accordance with the terms of Schedule A (Intellectual Property) upon full payment of all fees. The Client owns and holds title to all deliverables exclusively.

The Client understands and acknowledges that:

Signing this agreement constitutes formal closure of the project specified in Section 1. No further work will be undertaken as part of this project scope without a new written agreement, revised Statement of Work, and separate commercial terms.

Any work required after the signature date of this agreement must be:

Documented in a separate Statement of Work
Subject to fresh quotation and pricing
Governed by separate payment terms as agreed

The Client may not assume that discounted rates, special terms, or arrangements applicable to the original project will apply to any future work.

The Client understands that unless specific "add-on support," "legacy agreements," or ongoing "retainer arrangements" have been formally documented and are referenced below in Section 6, no further support will be provided after the project closure date without special arrangement.

Support services, maintenance, updates, modifications, or assistance will be:

Booked separately with the Agency
Subject to the Agency's current support rate
Available only when capacity permits
Not guaranteed to be available on any specific timeline

The Client is responsible for ensuring continuity of service by arranging support contracts in advance of project completion.

The Client understands and acknowledges that:

Any final invoices or outstanding fees related to this project will be issued by the Agency within 14 days of the signature date of this agreement (unless invoiced separately prior to signature).

Final payment of all outstanding fees is due within 30 days of the invoice date via the payment method indicated on the relevant invoice.

Should payment not be received within 30 days of the invoice date, the Client shall be liable for interest charges in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

4.2.1 Time-Sensitive Offers

Any discounts, special pricing, incentive bonuses, or promotional offers mentioned during the project must be:

Formally documented in writing
Completed and applied to an invoice or payment system within 14 days of the signature date of this agreement

The Agency cannot guarantee inclusion of discounts or incentives on any invoice issued more than 14 days after the signature date of this agreement. It is the Client's responsibility to ensure that discount requests are communicated in writing and processed within this timeframe.

The Client acknowledges that this Statement of Work Part 2 forms part of a wider contractual framework. The following documents are hereby incorporated by reference and form legally binding parts of the complete agreement between the parties

📄 Master Services Agreement (MSA) - version specified in contract
By signing this document, the Client agrees to be bound by all terms, conditions, limitations of liability, warranties, and obligations contained within the MSA and its schedules.

📄 Schedule A (Intellectual Property) - version specified in contract
📄 Schedule B (Statement of Work/Project Order Guidelines) - specific project details and version specified in contract

As applicable from the below:

🖋️ Specifics of delivered work - in signed contract.
📄 Custom post project arrangements - in signed contract and/or client portal.
📄 Standard post project arrangements - on Web/Marketing Plans page - version specified in contract. See also Section 6.

The Client confirms that they have had adequate opportunity to review all incorporated documents before signing this agreement. By signature, the Client agrees to all terms contained therein. In the event of any conflict between this document and the incorporated documents, the terms of the Master Services Agreement shall take precedence unless otherwise explicitly stated.

This section is only applicable for agreed ongoing arrangements beyond project closure. The details of license plans, retainer plans or support plans are shown in the signed contract. These details may incorporate 'incorporated by reference' links to standard plans on the client website or custom plans shown in the client portal.

The Client shall maintain responsibility for all ongoing payment obligations, compatability with their systems/business model/business requirements, and service continuity. Failure to maintain payment is the sole responsibility of the Client.

With the exception of points 6.1.1(c), 6.1.1 (e), 6.1.1 (f) that only apply for specific tools, terms in this section are applicable to all Web & Marketing monthly license plans, regardless of which is chosen.

Unless expressly stated otherwise in the Statement of Work/signed contract, any tool licence plans provided by the Agency (including access to third‑party platforms) cover licence access only. They do not include:

i) Initial setup or configuration of the tool;
ii) Ongoing management, optimisation, or support;
iii) Custom integrations or advanced features.

Any setup, configuration, or ongoing management work carried out by the Agency in relation to such tools shall be treated as separate professional services and billed either:

i) Under the Client’s retainer credits (if applicable); or
ii) At the Agency’s standard rates, with retainer discount as applicable, as agreed in writing before work begins.

Certain tools (including, without limitation, scheduling and review platforms) may offer optional SMS or usage‑based features that incur additional costs charged directly by the tool vendor. These costs are not included in any licence or bundle fee payable to the Agency.

This will be stated in communications prior to the plan starting and in the contract. The Agency will assist The Client in the setup of payment arrangements to ensure such costs are covered.

Where applicable and indicated in the contract, the Client is responsible for:

i) Enabling or disabling such features;
ii) Funding any SMS or usage‑based charges directly with the vendor; and
iii) Ensuring any spend limits or usage limits are configured appropriately within their own account.

Where an AI chatbot or similar tool is provided under a licence or bundle, the licence fee covers access to the platform’s features only and does not include complimentary token usage or third‑party AI consumption costs.

Where indicated in the contract, the Client must connect their own AI or API key (e.g. OpenAI or equivalent) and is responsible for all pay‑as‑you‑go usage and consumption charges. The Client may configure usage limits within their account; the Agency is not responsible for enforcing or monitoring such limits.

Many third‑party tools made available through the Agency are subject to limited licence availability, based on the Agency’s commercial arrangements with the respective vendors. The Agency does not guarantee that a particular tool or licence will be available indefinitely.

A tool or licence may become unavailable to the Client if, for example:

i) The Agency’s allocation of licences is exhausted;
ii) The vendor materially increases its prices beyond levels the Agency or Client is willing to accept;
iii) The vendor discontinues, materially alters, or ceases providing the tool; or
iv) The vendor’s terms, policies, or technical platform change in a way that makes continued provision commercially or technically impractical.

In such cases, the Agency may:

i) Remove the affected tool from the Client’s plan or bundle;
ii) Substitute a broadly comparable tool (where commercially and technically reasonable); or
iii) Reconfigure the Client’s plan so that the remaining elements continue without reduction in the agreed fee.

d) The Agency will make reasonable efforts to work with the Client to identify alternatives where a tool is withdrawn, but the Agency cannot and does not guarantee that a like‑for‑like replacement will be available.

(e) The Agency shall have no liability for:

i) Loss of access to any tool due to vendor decisions or platform changes;
ii) Any increase in vendor pricing; or
iii) Any vendor going out of business or discontinuing service.

(f) There will be no refunds or backdated credits for past periods in which a tool was available, even if the vendor subsequently increases its fees or ceases trading.

The MAX plan is a bundled offering of multiple third‑party platforms and tools, made available on a subscription basis, part of the Web & Marketing plans. These plans are independent from any Retainer bundle plans. Due to the nature and cost of these tools, the MAX plan pricing and composition may change over time.

(b) The MAX plan may be offered in different versions (e.g. “MAX V1.0”, “MAX V1.1”), each with its own set of included platforms. The version applicable to the Client will be specified in the Statement of Work or order form.

i) Additional tools being added;
ii) Vendor price increases; or
iii) Changes in the Agency’s commercial arrangements.

Existing MAX subscribers will ordinarily retain their existing monthly price for their current version, unless external platform licensing changes require an increase in costs. If an increase is required, the Agency will provide at least 30 days’ notice and the Client may choose to:

i) Accept the new pricing;
ii) Move to an alternative plan; or
iii) Cancel the MAX plan at the end of the notice period.

Existing subscribers will be given preference where possible for inclusion of new tools with no added cost - see 6.2.3(f).

If a Client cancels their MAX plan, the Agency does not guarantee that the same price or version will be available if the Client later chooses to re‑subscribe. Any future subscription will be at the then‑current pricing and version.

(f) When new tools are added to the MAX ecosystem, priority may be given to legacy MAX subscribers. New tools may:

i) Be added as complimentary to existing MAX plan versions, where commercially viable; or
ii) Be included only in newer versions (e.g. MAX V1.1) that may have different pricing.

(g) A new tool may not be added to an existing MAX plan version if:

i) The additional cost would push the bundle price significantly above the Client’s current plan price; and/or
ii) The tool has limited availability or licence constraints that prevent offering it to all existing subscribers.

(h) The Agency is under no obligation to require Clients to upgrade their plan if their current MAX version still works for them. However, if the number or value of platforms offered in a MAX plan version reduces due to factors outside the Agency’s control, the Agency may, at its discretion:

i) Reduce the price; or
ii) Discontinue that version and migrate Clients to a different plan, with reasonable notice.

(i) In assessing whether to reduce pricing, the Agency may consider the aggregate recommended retail price (RRP) of the remaining tools versus the current bundle price. The Client acknowledges that bundle pricing reflects not only raw tool value, but also access, curation, and management.

The below items regulate the operation of all continuing services, whether licensing or support.

The Client's use of any Agency-arranged or managed licenses and memberships is subject to the fair use policy of the applicable tool provider and the terms outlined below.

Exceeding agreed fair use or contractual usage limits may result in:

Automatic increase of payment and service tier (as determined by the service provider)
Requirement to create a new service plan or upgrade
Service suspension or discontinuation (at the provider's discretion)
Termination of the Client's access

The Agency shall notify the Client of any excess usage as soon as possible, but the Agency accepts no liability for service suspension implemented by third-party providers.

Licenses and memberships arranged by the Agency are for use by the businesses that the Client legally owns and directly operates. The number of permitted business entities varies by tool and is indicated in any license documentation.

The Client agrees that:

Licenses may not be shared with third parties, contractors, or external service providers
If the client operates more than one business, licenses may only be used on the business specified and/or specified domain/s.
Licenses may not be "rented" or offered as a service to other businesses
Licenses may not be used to provide services to other clients or external parties
License usage is only for business employees and authorised freelancers.
Each login and access credential is for a single named individual. In cases where only 1 seat is available the login may be used by authorised employees or freelancers of the business.

The Client shall be liable for any breach of these restrictions. The Agency may immediately suspend access upon discovery of unauthorized use.

In most circumstances, software and membership pricing is locked in through the Agency's early investment or negotiated rates.

The Agency shall provide the Client with a minimum of 30 days' written notice of any price increase. The notice shall include:

The new pricing
The effective date
The reason for the increase
The Client's options to discontinue

The Client may discontinue the affected service within this 30-day notice period without penalty.

The Client agrees to provide the Agency with a minimum of 30 days' written notice of their intention to discontinue any ongoing arrangement, license, or membership.

Upon discontinuation, the Client assumes full responsibility for:

Setting up alternative solutions or replacement services
Migrating data, content, or configuration to alternative platforms
Managing transition and ensuring no business interruption
Arranging access to final data exports before service termination

Complete export, migration, or extraction of content, data, configurations, or design elements is not guaranteed and depends entirely on the capabilities of the service provider. The Agency makes no guarantee regarding data export functionality and accepts no liability for data that cannot be extracted before service discontinuation.

The Client should actively maintain backup copies of all critical data and content throughout the service period.

A detailed list of all deliverables, completion status, and project summary documentation can be accessed at the location specified in the signed contract. It is client's responsibility to promptly make a copy of this data post project completion, as this data may not be available indefinitely.

The Client is responsible for:

Carefully reviewing the deliverables list and project summary
Raising any queries, discrepancies, or missing items before signing this agreement
Confirming that all deliverables have been received
Verifying that the deliverables meet the specification outlined in Schedule B

Once this agreement is signed, the Client is deemed to have accepted the deliverables as complete and accurate.

For future projects or ongoing arrangements:

Detailed project specifications and progress will generally be communicated via a dedicated Client Portal (where applicable)
The Client is responsible for regularly accessing and reviewing portal communications
The Agency shall not duplicate communications via alternative channels; reliance is placed on Client portal access

Where applicable, final deliverable files have been made available for download at:

Location/s: specified in the contract
Access peroid: specified in the contract

The Agency shall retain copies of project files, deliverables, and associated work for a period of 30 days following the signature date of this agreement.

After the retention period expires, the Agency shall securely delete any files with personal information in accordance with UK GDPR data protection principles and secure deletion standards. The Agency may also choose to delete all generic project files.

The Client is solely responsible for maintaining their own copies of all deliverables and project files. The Client should download and secure all work within the designated access period. The Agency accepts no liability for loss of data or files that expire beyond the stated retention period.

🖋️ By default the Agency does not perform any backup of any kind for client data. Some tools may have their own backup systems, such as automatic backups made by Brizy Cloud. Any exception to this will be clearly stated in the contract along with the scope and retention of backups.

Unless explicitly stated in any signed contract, the Agency does not create, maintain, or provide backup copies of any files, websites, databases, design assets, or other deliverables.

For projects involving websites, e-commerce platforms, or cloud-based systems, the Agency relies on default backup mechanisms provided by the hosting or platform provider.

The Agency makes no guarantees regarding:

Frequency of backups
Completeness of backups
Recoverability of data from backups
Point-in-time recovery capabilities

Should the Client require enhanced backup, disaster recovery, or point-in-time restoration capabilities, these are available as paid-for additional services. The Client should enquire about backup service options and arrange these separately if required.

The Agency accepts no liability for:

Accidental deletion or loss of data by the Client after project handover
Client-initiated changes or modifications that result in unintended data loss
Corruption or loss of data resulting from Client actions or third-party interference
Loss of data resulting from Client failure to maintain backups

If the Client loses access to files or data following project completion, the Agency will offer limited assistance only:

Included Support:

Up to 3 email enquiries to the platform provider or hosting company
Up to 2 hours of direct troubleshooting attention
Advice on the platform's recovery or restoration options

Beyond This Scope:

Extended recovery efforts will be charged at the Agency's standard hourly rate
Complex data recovery or forensic services will be charged separately
The Client may need to engage specialist data recovery services

If the project involves website creation or modification:

The Client is responsible for maintaining website hosting and domain registrations
The Client is responsible for ensuring hosting payments continue
The Client is responsible for maintaining current SSL/security certificates
The Agency accepts no liability for service interruption resulting from Client failure to maintain these

The Client is responsible for:

Maintaining login credentials and administrative access
Updating passwords regularly for security
Managing user roles and permissions
Ensuring backup copies of content management system (CMS) databases
Configuring automated backups through the hosting provider if available

Unless the Client explicitly opts out in writing, the Client grants the Agency permission to:

Display the Client's completed work in the Agency portfolio
Reference the Client's work in case studies and project showcases
Reproduce and distribute images of the work in Agency marketing materials, website, social media, and presentations
Use the project as an example of the Agency's capabilities

All portfolio usage shall be conducted in a manner that:

Does not expose confidential Client business information, pricing, or financial data
Does not disclose the Client's identity unless the Client has granted explicit written permission
Protects the Client's privacy and commercially sensitive information

The Client may decline portfolio usage by sending a written email to team@digiful.io with the subject line: "PORTFOLIO OPT-OUT – [Project Name]" or use the form in their client portal.

This opt-out notice must be received within 30 days of the signature date of this agreement.

Opt-out requests received after this 30-day period cannot be guaranteed to be processed, and the Agency may have already utilized the work in portfolio materials and marketing channels.

If the Client opts out after the 30-day period, the Agency will make reasonable efforts to remove the work from future portfolio materials, but makes no guarantee regarding removal from materials already published, distributed, or archived.

The Agency and Client acknowledge the items that require attention at the time of this agreement's signature are disclosed in the signed contract with the responsibility and timelines included.

If no items in the contract, this indicates that all Agency work is complete and no outstanding items remain unresolved.

The Client confirms that they are aware of and accept responsibility for any outstanding items specified in the signed contract.

The Client acknowledges responsibility for the post-project items specified in the signed contract. This could include both operational matters linked to their business and financial responsibilities to uphold payments.

The Client should ensure these responsibilities are delegated appropriately and that reminders are set for recurring obligations.

The Agency may have arranged complimentary, time limited or discounted services for the Client as part of this project - these are in the signed contract.

For any services listed on the signed contract:

The Client is entirely responsible for arrangement and payment of these services beyond the complimentary/discounted period.
The Client must maintain awareness of expiration dates and renewal requirements.
The Agency accepts no responsibility for service disruption caused by Client failure to pay for continuation.

The Client should:

Set calendar reminders for upcoming service expiration dates
Confirm payment methods are valid and current
Contact the service provider directly to arrange renewal or continuation
Arrange new quotations if the Client wishes to continue the service

The Agency confirms that all work has been delivered in compliance with applicable UK laws and regulations, including but not limited to:

UK General Data Protection Regulation (UK GDPR)
Data Protection Act 2018
Consumer Rights Act 2015
Accessibility Regulations (Equality Act 2010, Web Content Accessibility Guidelines)
Consumer Contracts Regulations 2013

The Client warrants that:

All content, text, images, and materials provided by the Client to the Agency for inclusion in the work are either owned by the Client or licensed to the Client appropriately.
The Client has obtained all necessary rights and permissions for the Agency to use such materials in creating the deliverables.
The Client accepts full responsibility for the legality and licensed use of any third-party materials, stock photography, fonts, icons, or other assets

Should the Client incorporate third-party assets obtained through their own channels (outside the Agency):

The Client is entirely responsible for verifying that such assets comply with their respective licenses
The Client accepts liability for any breach of third-party intellectual property rights
The Agency is not liable for legal claims arising from Client-sourced assets

Any Indemnification terms here are in addition to those specified in the MSA, and if specified in the signed contract some may override or extend the principles in the original MSA or Schedule B documents.

The Client indemnifies and holds harmless the Agency from any third-party claims, damages, or legal proceedings arising from:

Client-provided content or materials
Client's use of deliverables in ways not specified in the Statement of Work
Client's infringement of third-party intellectual property rights
Client's violation of applicable law in their use of the deliverables

During the project, the Agency may have:

Acted as a Data Processor: Processing personal data only on the Client's documented instructions (for example, managing client customer data, email lists, or analytics)
Acted as a Data Controller: Processing personal data for its own business purposes (for example, project communication and invoicing)

Unless separate Data Processing Agreements or specific arrangements have been put in place in the signed contract, the Agency's role as processor ends upon project completion.

The Agency retains personal data processed during the project for a period of 12 months following project completion or as long as operationally necessary to fufill post poject obligations.

This data is limited to:

Project delivery and client communication records
Customer information directly needed for campaigns
Invoicing and financial records (retained in accordance with tax law requirements)
Technical records necessary to provide post-project support

After the retention period expires, the Agency shall securely delete all personal data processed during the project in accordance with:

UK GDPR Article 5(1)(e) (storage limitation principle)
UK GDPR Article 17 (right to erasure)
Data Protection Act 2018 requirements
ICO guidance on secure data deletion

The Agency may retain limited information where:

Required by law (e.g., tax records, 6 years under HMRC requirements)
The Client consents to longer retention
Legally required for a specific purpose

Except for Agency operational data, all personal data remains the property and responsibility of the Client. The Client is the Data Controller for all such data.

The Client remains responsible for:

Meeting all their own UK GDPR obligations regarding personal data they control
Maintaining records of processing activities
Responding to data subject access requests
Managing consent and lawful bases for processing
Notifying relevant authorities of data breaches

The Agency provides no ongoing data protection support or compliance assistance beyond the project period, unless separately contracted.

If the project involves a website:

The Client is responsible for managing any cookie consent management legal terms for their business. They may choose to work with the Agency to implement a Cookie Management Platform (CMP), however any contact regarding such terms remains the client's responsibility to address.
The Client is responsible for ensuring compliance with UK GDPR and ePrivacy Regulations
The Agency makes no guarantee regarding the adequacy of any CMP implementation and accepts no liability for cookie law non-compliance

The Client is responsible for:

Implementing appropriate tracking and analytics tools in compliance with UK GDPR
Obtaining necessary consent from website visitors
Managing cookie disclosures and privacy notices
Updating privacy policies to reflect all tracking and data collection

The Agency may have configured tracking tools as part of the project, but ongoing compliance is the Client's responsibility.

Where the Agency has integrated third-party services (e.g., email marketing platforms, analytics tools, CRM systems):

The Client is responsible for reviewing and complying with those third-party privacy policies.
The Client must ensure they have appropriate Data Processing Agreements with relevant third parties.
The Agency is not responsible for third-party privacy compliance.

Liability clauses here give specificity to those broadly outlined in the MSA. Where there are details not covered here, but in the MSA, the MSA will be the authoriative document.

Except for breaches of confidentiality, violations of intellectual property law, or death or personal injury caused by negligence, the Agency's total liability arising from this agreement or the related Statement of Work shall be limited to the lower of:

The total fees paid by the Client for the specific project to which the liability relates, or
A fixed amount of £500

The Agency shall not be liable for:

Loss of profit or revenue
Loss of business opportunity
Loss of anticipated savings
Loss of data or business interruption
Consequential, indirect, or special damages
Damages arising from Client use of deliverables beyond the specified scope of work

The Agency is not liable for any losses resulting from:

Client failure to follow instructions or recommendations
Client misuse of deliverables
Client failure to implement or deploy deliverables correctly
Client failure to maintain security, backups, or access
Third-party actions or systems failures

This agreement is governed by the laws of England and Wales. Both parties submit to the jurisdiction of the English courts.

Dispute resolution terms here may give additional details to those outlined in the MSA. Where there are details not covered here, but in the MSA, the MSA will be the authoriative document.

Before initiating formal legal proceedings, the parties agree to attempt to resolve disputes through:

Good Faith Negotiation: A senior representative from each party shall meet or communicate to discuss the matter
Written Explanation: If negotiation fails, the complaining party shall provide written details of the dispute
Response: The other party shall respond in writing within 10 working days
Escalation: If resolution is not achieved, either party may pursue legal remedies

The agreement parties to this schedule are generally the same as those specified on this page in the 'Agreement Parties' section. The full details of the agreement parties are specified in the signed contract so that personal details are not disclosed on this page.

By signing the agreement, all parties confirm their agreement to all terms and conditions set out in this Statement of Work Part 2, along with Schedule C2 below and all documents incorporated by reference.

This secondary part of this schedule is detailed in your contract. The terms draw on Section 6. ONGOING ARRANGEMENTS AND CONTINUING SERVICES and any tool usage notes already disclosed on the Web & Marketing plans page.

Any other generic terms will be stated here.

🖋️ Please ensure you check all of this information and tool usage terms in your contract carefully.

Version summary:

Version date: 24/03/2025
Changes: Final payment deadline changed to 14 working days (1.7).

1.1 Work is completed to satisfaction. Client is satisfied that the work undertaken is complete, including all revisions.
1.2 Work is error free. Client has checked all work for content, spelling and grammar accuracies. If inaccuracies are found after sign off the client will have responsibility to address them.
1.3 All elements are properly licensed to the client's knowledge. Client is satisfied that design elements used in the work have been checked for relevant licensing/usage conditions and accepts full responsibility for their inclusion. As per the signed MSA document, the agency cannot be held liable for future claims over design elements and licensing.
1.4 Client understands work will no longer continue. Client understands this project will be formally closed and any future work will need to be seperately arranged with applicable payment.
1.5 Client understands only prearrranged support arrangements can take place without new charges. Client understands that unless any ‘add on support’ or ‘legacy agreements’ are in place, new work/support will need to be booked and paid for in line with current support protocols.
1.6 Client understands discount or incentive deadlines. Any discounts or incentives need to be completed within 14 days of the signature date of this agreement to be a valid inclusion on outstanding invoices/payments. In some cases the the discount or incentive will be a direct calculated money transfer back to the client or a future time limited discount.
1.7 Final payments must be made within 14 days of the signature date. Any final payments will be made within 14 days of invoice being sent via the payment method indicated on the invoice.

By using agency licences clients agree to these terms and limits:

2.1 - Usage limits: Fair use usage policy limits apply as per the applicable tool/s indicated. Exceeding agreed limits may result in an increase of payment, a new plan needing to be created or the service being suspended and a new solution researched. The Agency is not responsible for monitoring client consumption/usage of tools, unless explicity specified.
2.2 - Use for the client business/business only: The use of licenses/memberships are monitored to ensure they are only used as per the agreement for the named person/s and for the names business. The permitted use of a tool for named business does not mean the client can use the same tool with the same limits on other businesses they own and operate. The businesses or domain allowed per tool agreement is explicity indicated in the agreement. If licenses, tools, memberships or apps are used outside of this agreement (including logins given to third parties or ‘renting licenses’) usage may be suspended with out pro-rata refunds.
2.3 - Pricing changes: In most cases prices of software or memberships are locked via early investment. In some irregular situations because of global cost rises, there may be price increases. The client will be given 30 days notice of the increase and the opportunity to discontinue their usage.
2.4 - Discontinuation of licenses/memberships: The client agrees to give 30 days notice of their intention to discontinue their usage. As per the signed MSA document and the Schedule D (Termination) the client will have responsibility to consolidate and export their data, research an alternative and setup that alternative. Complete export of content, data or design is not guaranteed and producing a like for like new solution is also not guaranteed.

Legacy versions were provided in pdf format.