LEGAL

Schedule E - Retainer operation

This page serves as the formal terms for all Retainer operations. Important operating terms such as scope of services, the retainer structure and service levels are all defined here, referenced by your signed contract.

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: 21/12/2025
Changes: N/A
🖋️ This icon indicates that the specific details of this clause are manually added in the contract.

🖋️ The signed contract will explicity detail the parties, plan, start date and status of the retainer.

This document underlines the terms that apply to all retainers, as the core document 'incorporated by reference', these documents are listed in Section 11 'Cross References'.

The primary objectives of this retainer are to:

Provide ongoing strategic digital marketing support and optimisation
Deliver proactive work each month to ensure consistent value and progress
Build a sustainable, long-term partnership focused on business growth
Provide clear communication, transparency, and collaborative planning through quarterly reviews
This retainer is structured to deliver deep, ongoing support for digital marketing services rather than attempting to provide broad-spectrum technical or IT support across all topics.

The Agency's Support Protocols page is incorporated by reference for all operational definitions relating to Support Levels, Emergency classifications, and response time targets. In the event of any conflict between this Schedule and the Support Protocols page, this Schedule shall govern all commercial and legal rights and obligations, while the Support Protocols page shall govern day-to-day operational definitions and response targets.

2.1 Core Legal Agreements

This Schedule E forms part of the Master Services Agreement (MSA) between the Agency and Client and sets out the terms and conditions applicable to the provision of services on a monthly retainer basis.

This Schedule should be read in conjunction with all documents contained in SECTION 12: SCHEDULE CROSS-REFERENCES AND INCORPORATION BY REFERENCE

All capitalized terms used in this Schedule shall have the meanings ascribed to them in the MSA, or as defined in Section 1 (Definitions) below.

The Agency's Support Protocols page and Retainer Protocols are also incorporated by reference for all operational definitions relating to Support Levels, Emergency classifications, response time targets, and retainer administration procedures.

Precedence: In the event of any conflict between this Schedule and the Support Protocols or Retainer Protocols pages, this Schedule shall govern all commercial and legal rights and obligations, while the Support Protocols and Retainer Protocols pages shall govern day-to-day operational definitions and response targets.

1.1 "Retainer Client" means the Client who has executed this Schedule E and is committed to paying the Monthly Fee for the duration of the Retainer Period.

1.2 "Monthly Fee" means the agreed monthly retainer amount, which can be expressed in either sterling (£) or equivalent monthly credits (where 1 credit = £1.00 in value).

1.3 "Monthly Billing Date" means the 10th to 15th of each calendar month (or such date as may be specified in the signed retainer agreement), on which the Monthly Fee is automatically charged to the Client's designated payment method.

1.4 "Monthly Credit Allocation" means the number of credits (equal to the Monthly Fee in pounds) allocated to the Client at the beginning of each calendar month. Monthly Credits do not roll over to the following month and expire on the last day of the calendar month in which they were allocated.

1.5 "Quarterly Plan" means the proactive, planned work agreed between the Agency and Client for delivery in the following three-month period, established during the Quarterly Business Review (QBR).

1.6 "Proactive Work" means work identified in the Quarterly Plan that the Agency will undertake during each month using the Client's allocated credits, regardless of whether the Client submits active requests that month.

1.7 "Priority Request" or "Emergency Work" means a substantial request for work or change of direction that is not part of the Quarterly Plan for the current month. Priority Requests must be submitted by the 7th of each calendar month to be considered for completion in that month. Only one (1) Priority Request per calendar month is guaranteed consideration; additional requests are subject to the approval process detailed in Section 5.

1.8 "Revision Service" means minor amendments to existing deliverables or campaigns (including small copy changes, minor tracking adjustments, minor layout changes, and minor Brizy Cloud page amendments). Revision Services are the only service type that can be requested more than once per calendar month and are subject to available credits and capacity.

1.9 "Brizy Cloud Content Creation" means new content creation on the Brizy Cloud platform, including new web pages, landing pages, blog posts, stories, and implementation of third-party widgets on Brizy Cloud pages. This service is not unlimited and is subject to credits, capacity, and the approval process.

1.10 "Web Page Functionality Enhancements" means enhancements to Brizy Cloud web pages using Agency-approved tools. The list of approved tools is maintained on the Agency's Retainer Protocols page and may change at any time. Some tools may require additional licensing payments separate from the retainer fee, which shall be disclosed to the Client before work commences.

1.11 "Emergency" means a situation as defined in the Agency's Support Protocols page (https://clients.digiful.io/support). All Emergency requests are subject to Agency approval, capacity, and the priority ranking detailed in Section 5.

1.12 "Resolution Service" means an investigation into or resolution of an out-of-scope issue (as defined in Section 2.2) where the Agency has agreed to assist. Resolution Services may be offered at a fixed price with defined scope or on an hourly basis at the rates published on the Agency's rate page (https://clients.digiful.io), with applicable retainer discounts applied. All Resolution Services are subject to Agency approval and capacity.

1.13 "Retainer Break" means a month (or partial month) during which the Client does not require the full monthly service and is entitled to request either a partial refund (up to 50% of the Monthly Fee) or a full refund of the Monthly Fee, subject to the conditions in Section 7.

1.14 "Bundles" means a collection of perks provided by the Agency to the Client either complimentary or at an agreed discounted cost. An example of this is the 'Software Tool Bundle', which is a collection of third-party software licenses and access provisions provided to the Client as part of the Retainer arrangement. The bundles provided and different versions of each bundle may change at any time.

1.15 "Grace Period" means the 14-day window immediately following the end of the initial 90-day Retainer commitment, during which the Client may terminate the Retainer without being locked into any further notice period beyond the initial 90 days.

1.16 "Notice Period" or "Termination Notice Period" means either the 90-day notice period that applies during the initial commitment and any period thereafter until modified, or the 60-day notice period that applies once clients have transitioned to this reduced period, according to the terms in their contract. Notice is given in writing via the Client Portal or email to team@digiful.io.

The Retainer includes ongoing support and services in the following areas:

Technical SEO audit, implementation, and monitoring
Content optimization and recommendations
Link building and off-page optimization
Google Search Console management
SEO performance reporting and analysis

Campaign strategy and setup
Bid management and optimization
Ad asset management
Landing page optimization
Account configuration and structure
Performance reporting and optimization recommendations

Landing page optimization and testing
Conversion funnel analysis and improvement
User behaviour analysis
Forms and friction reduction strategies

Google Analytics configuration and setup

Custom dashboard creation and maintenance

Data analysis and insights related to SEO, Ads, CRO, and agreed e-commerce platforms

Custom reporting and KPI tracking

ROI analysis and attribution modelling (where data permits)

Lead capture strategy and optimization
Lead nurturing workflow design
Lead scoring and qualification processes
CRM platform optimization
Lead management system setup and optimization
Training of AI bots to automate conversions and quality leads

Email campaign strategy and planning
List management and segmentation
Automation workflow design and implementation
Email template recommendations
Deliverability optimization and monitoring

Lead magnet strategy and development
Creation and optimization
Audience targeting and testing
Conversion optimization

Process automation strategy and recommendations
Tool integration and connectivity
Workflow optimization and efficiency improvements
Automation platform optimisation and AI Agents where applicable

Referral program strategy and design
Referral campaign setup and optimization
Performance tracking and reporting

Review generation strategy
Copy for review requests
Basic implementation via agreed review platforms
Review monitoring and response strategies

The Retainer includes limited e-commerce setup, analytics, campaigns, and optimization for:
Platforms included in the Tool Bundle (as specified on the Retainer Protocols page)
The following explicitly supported platforms:
Stripe
PayPal
Shopify
Selldone
Lemon Squeezy
Payhere
Square
SumUp
GoCardless
Zettle
Fintable
Klaviyo
Any e-commerce or payment platform not listed above requires explicit written agreement before work commences.

Revisions Service: Minor amendments to existing Brizy Cloud pages, including small copy changes, minor layout adjustments, and implementation of minor third-party widgets can be requested via credit deduction or one off payments. This is the only service that can be requested multiple times per calendar month.
Brizy Cloud Content Creation: New page creation, blog posts, stories, and implementation of third-party widgets on Brizy Cloud. Subject to credits, capacity, and approval process.

Development and optimization of Agency-built custom applications and mini-apps
Integration with Retainer services

As noted above, the Revision Service is the only service type that can be requested more than once per calendar month. All other services are subject to the limits and approval processes outlined in this Schedule.

Enhancements to Brizy Cloud pages using Agency-approved tools
Approved tools list maintained on Retainer Protocols page and subject to change
Some tools may require additional licensing fees (separate from retainer)
Subject to credits, capacity, and approval process

The Retainer does NOT include support for the following areas. Requests for support in these areas will be declined by default unless the Client contracts separately or requests a "Resolution Service":

Third-Party Vendor Technical Support – Google account technical issues, Shopify technical support, email service provider technical support, domain registrar issues, hosting/server management, general IT infrastructure, website hosting, hardware/device support
General IT Support – Email infrastructure and troubleshooting, email host administration, email deliverability (beyond marketing emails), server and hosting issues, network support, general IT helpdesk support
Website Development – Custom website development beyond Brizy Cloud, advanced coding or customization, website bug fixes, website technical troubleshooting (unless Brizy Cloud specific)
Content Services – Copywriting and content creation (beyond what is included in specific retainer services), video production, professional graphic design (beyond optimization recommendations)
General Business Consulting – Business strategy beyond digital marketing, financial advice, HR and staffing guidance, general business operations consulting
Third-Party Resolution – Investigation or resolution of issues with Google, email hosts, payment processors, or other third-party platforms (unless offered as a paid Resolution Service)
Social Media Management – Unless explicitly included in a separate written agreement; social media platform technical support (contact platform directly)
Any Service Not Listed in Section 2.1 – By default, services not explicitly listed in Section 2.1 are out-of-scope

Being a Retainer Client does not mean receiving support on all topics. The Retainer is a scoped digital marketing relationship. Support is limited to the services explicitly listed in Section 2.1.

Requests for support outside this scope will be:

Politely declined with explanation, and the Client will be referred to the appropriate third-party provider or specialist (at no cost to the Client for the referral); or
Offered as a paid "Resolution Service" if the Agency agrees to assist (see Section 6)

This limitation is fundamental to the retainer model and allows the Agency to deliver deep, strategic support on digital marketing topics rather than attempting to provide broad-spectrum IT or technical support.

The operation of third-party platforms is the responsibility of those respective platforms and the Agency accepts no liability for any adverse or less than optimal scenarios occurring with such platforms.

The Client acknowledges and agrees that:

(a) The Agency cannot guarantee specific results, rankings, traffic increases, conversions, or return on investment (ROI). Digital marketing outcomes depend on numerous factors outside the Agency's

control, including but not limited to:

- Search engine algorithms and ranking factors (Google etc.)

- Competitor activity and competitive spend

- Market conditions and consumer behaviour

- Changes in platform policies or availability

- Third-party vendor performance or changes

- The quality and timeliness of Client-provided content, feedback,

and approvals

- Broader economic and industry factors

(b) The Agency's obligation is to apply professional expertise, industry best practices, and reasonable efforts to optimise the Client's digital presence and campaigns. Success depends on strategy, execution, and factors outside the Agency's control.

(d) The Client should not rely on projected or estimated ROI figures

as guarantees.

The Client's Retainer is based on a monthly credit system where:

1 credit = £1.00 in service value

The Monthly Fee converts directly to monthly credits (e.g., a £150/month retainer = 150 monthly credits)

All Clients receive the same credit allocation ratio.

Monthly credits do NOT roll over to the following month. All unused credits expire at the end of the calendar month in which they were allocated. It is the Client's responsibility to utilise allocated credits before month-end.

The Agency will not allow credit accumulation, rollover, or "banking" of credits for use in future months (except where the Client explicitly assigns future months' credits to emergency work as outlined in Section 3.3 below). Also credit's cannot be 'purchased' seperately - credit use can only be expanded if clients upgrade their retainer or use 'future credits'. For extensive out of QBP work, it may be best to pay for this work seperately. See point 3.3 for the full breakdown of options..

Each productised service offered by the Agency is assigned a credit value as published on the Client Portal. For example, a service normally costing £200 may have a retainer credit value of 100 credits for Retainer Clients (representing a discount from the standard rate).

Current credit values and service pricing are maintained on:

The Client Portal
The Agency client pages (for hourly and additional services)

The Agency may update service credit values or pricing at any time. Changes that materially affect the Client's existing Retainer will be subject to the notice periods outlined in Section 8.

The Client will not receive refunds or credits if prices increase or if services change in value. Price changes apply prospectively to new requests. There are no refunds for spent credits under any circumstances.

Emergency work is defined as urgent, unplanned work that requires immediate attention and is not part of the Quarterly Business Plan (QBP). Emergency work disrupts the normal QBP schedule and may cause planned work to be placed on hold.

Emergency work does NOT include:

Routine revisions to previously delivered work (see Section 3.3.1, Option OR – Revisions Carryover)
Priority requests that can be deferred (see Section 5.2)
Standard requests that can wait for the next month or QBP cycle

If a Client's off-plan, priority, or emergency work request exceeds the available monthly credits in the current month, the Client has the following options:

Option A – Assign Future Credits:

The Client may assign up to 2 months of future monthly credits to cover this work. This option is available only for Emergency work (Section 3.3) and is subject to the timing rules in Section 3.3.3.

Example:

Priority/emergency work cost: £300
Client may assign: Next month's credits (£150) + month after's credits (£150) = £300 total

Option B – Pay Independently of the Retainer Plan:

The Client may pay for the work as a one-off fee using their retainer discount. The QBP plan will continue, unless there are capacity limitations which will be disclosed.

Option C – Upgrade Retainer:

The Client may upgrade their plan for the needed months. An upgrade takes effect immediately on the next payment date.

Option OR – Revisions Carryover (Revisions Only):

Small revisions that exceed the current month's available credits may be carried forward to the next quarter's credit allowance, subject to strict conditions (see Section 3.3.1, Revisions Carryover below).

Option C + OR – Upgrade Retainer + Revisions Carryover:

Option OR can be chosen in conjunction with Option C (Upgrade Retainer) to increase potential total borrowed credits. The upgrade must be requested immediately and will be in force on the next payment date. While borrowed revision credits are outstanding, even with sufficient notice, a retainer downgrade cannot be actioned until Month 2 of the quarter in which these credits were borrowed from.

Small revisions that exceed the current month's available credits may be carried forward to the next quarter's credit allowance, rather than treated as Emergency work.

Revision work carried forward cannot exceed the lower of:

£200 per quarter, OR
100% of the Client's current monthly credit allowance

Example 1:

Client on £200/month plan requests £260 in revisions
Carryover cap = £200 (the lower of the £200 limit or the £200/month allowance)
Client can carry forward £200; additional £60 must be funded differently

Example 2:

Client on £150/month plan requests £260 in revisions
Carryover cap = £150 (the lower of the £200 limit or the £150/month allowance)
Client can carry forward £150; additional £110 must be funded differently

Revisions are minor amendments to previously delivered work, typically taking 10–30 minutes per item, including:

Text or copy edits (e.g. spelling, grammar, phrasing updates)
Small layout or formatting changes
Colour or styling tweaks
Minor functionality adjustments (e.g. link updates, form field labels)
Basic image replacement
Adding or replacing pre-existing media/third-party embeds that do not require modifications

Revisions do NOT include:

New pages, new campaigns, strategic changes, scope additions
Content audits or comprehensive refreshes
Testing, quality assurance, debugging new features, or vendor coordination
Infographics or other custom graphic/animation/video creations beyond stock photography
Requests that exceed 30 minutes per item or £200 total in a quarter

The Agency reserves the right to assess whether a request genuinely qualifies as "revisions" under subsection (c). If a request appears to exceed the scope of minor amendments—whether due to volume, complexity, strategic scope, or capacity constraints—the Agency may reclassify it as:

i) Priority work (if timing allows deferral to next month)
ii) Emergency work (if urgency is required)
iii) Standard work requiring payment or upgrade

The Client will be notified of the reclassification and offered options (consistent with Section 3.3.1 Options A, B, C) before work commences.

Reclassification Triggers (Illustrative):

Request volume exceeds £200 in a single quarter
Request complexity or duration exceeds 30 minutes per item
Request involves new strategy, new content, or strategic changes
Request requires cross-functional coordination or external vendor involvement
Current Agency capacity does not permit carryover work to be completed within acceptable timelines

i) Timing: Revisions may only be carried forward if they are requested within the same month in which they are needed (not deferred).

ii) Agency Approval: The revision carryover must be explicitly approved by the Agency before work commences. The Client will be notified of the carryover balance and any reclassification.

iii) Downgrade Restriction: While revision carryover is outstanding, the Client may NOT request a Retainer Break or downgrade their plan until Month 2 of the following quarter (when carryover debt can be offset against new credits).

If the Client wishes to carry forward revision work AND upgrade their plan simultaneously:

i) The upgrade takes effect immediately (next payment cycle)
ii) The carryover debt is calculated against the original (pre-upgrade) monthly credit allowance, capped at £200
iii) The upgraded monthly allowance begins fresh in the following month

Example:

Client has a £200/month plan and requests £260 in revisions. They can either:

Carry forward £200 in revision debt and remain on the £200/month plan; or
Carry forward £200 in revision debt and upgrade to a £250/month plan.

If they upgrade, in the first month of the next quarter the Client will have:

£250 (new monthly allowance) minus £200 (carried-forward revision debt) = £50 available credits for new work.
This will be taken into account at the QBP meeting when the formal plan for the new quarter is prepared.£250 (new monthly allowance) minus £200 (carried-forward revision debt) = £50 available credits for new work.

i) Carryover Cap: Revision carryover is limited to a maximum of £200 per quarter.
ii) One Quarter Ahead Only: Revision carryover may only be applied against the next quarter's credit allowance. The Client may not borrow from more than one future quarter at a time.
iii) No Stacking: While any revision carryover debt remains outstanding, no further revision carryover may be approved. New revision or work requests must be funded by available credits, out-of-pocket payment, or a plan upgrade.
iv) Ongoing Eligibility: Once carryover debt from the next quarter has been fully repaid (i.e. offset against new credits in Month 1 of that quarter), the Client regains eligibility to use revision carryover again (subject to the same £200 limit and all other conditions).
Example: Q1 revisions carryover = £200. Q2 M1 credits arrive and absorb the £200 debt. In Q2, the Client may request new revision carryover (up to £200) to be carried to Q3.

See Section 3.3.9 for full details on Emergency work and revision carryover interaction

When Emergency work is approved, all QBP work scheduled for the month(s) in which Emergency work will be executed is automatically placed into "Scheduled Hold" status.

(a) Scheduled Hold Definition: Scheduled Hold means:
The work is paused, not cancelled
It will be tracked in the Client Portal under "Scheduled Hold" status (when this feature launches; currently tracked manually and available upon request)
The Client must explicitly re-request this work or confirm it at the next QBP meeting before it proceeds
Items remain in Scheduled Hold status until the Client formally re-requests them or confirms them at the QBP
(b) Re-Requesting Held Work
After Emergency work ends, the Client must explicitly request held work to be resumed
Alternatively, held work may be reviewed and re-confirmed at the next scheduled QBP meeting
The Client is responsible for re-requesting; held work does not automatically resume
(c) Timing of Held Work Resumption:
From the 15th of the final month of Emergency work, the Client may re-request held work for the following month
Or, held work may be re-assessed at the next QBP meeting (which may occur mid-emergency, at the end, or shortly after)

If a Client requests Emergency work, the Client has the following options:

Option A – Assign Available or Future Credits:

The Client may fund Emergency work using available credits in the current month and/or up to one future month of credits.
The Client may choose which months to assign, subject to:
Maximum of 2 months of credits total (e.g., current month + next month, or next month + month after)
If requested by 11:59 PM on the 7th of the month: up to current month + 1 future month
If requested after 11:59 PM on the 7th: only from next month onwards (up to 2 months forward)

Example 1 (Requested by 7th):

Emergency work cost: £300
Client on £150/month plan
Client may assign: Current month (£150) + next month (£150) = £300 total

Example 2 (Requested after 7th):

Emergency work cost: £300
Client on £150/month plan
Client may assign: Next month (£150) + month after (£150) = £300 total
Cannot use current month credits

Option B – Pay Out-of-Pocket:

The Client may pay for Emergency work independently at the Agency's standard rates (with retainer discount applied). The QBP work will not proceed during the Emergency work period(s), and standard retainer payments will be paused or refunded (see Section 3.3.6).

Option C – Upgrade Retainer:

The Client may upgrade their retainer for the current month onwards, which immediately increases available monthly credits. An upgrade is the preferred option if the Client lacks sufficient credits.

Option A + C Hybrid – Assign Credits + Upgrade:

The Client may combine Option A (assign future credits) with Option C (upgrade the retainer). The upgrade is effective immediately on the next payment date, and the assigned credits are calculated against the original (pre-upgrade) plan.

Example:

Client on £150/month plan requests £250 Emergency work
Client has only £75 available in Q2 after planned work
Client chooses to: assign Q2 M2 + M3 credits (£150 + £150 = £300) AND upgrade to £200/month for Q3
Q2 Emergency work is funded by assigned credits from M2 + M3
Q3 begins with the new £200/month plan; no retroactive changes to Q2 assignment

(a) General Rule: When Emergency work is approved, QBP work in the affected month(s) is placed on hold (see Section 3.3.2).
(b) Rare Exception: In exceptional circumstances, if the Agency has extended capacity available (e.g. through temporary staffing increases, freelancer availability, or schedule optimisation), the Agency may, at its sole discretion, elect to continue delivering both Emergency work AND planned QBP work in the same month(s).
(c) This Exception is Not Guaranteed: The Client may not request or expect concurrent delivery of Emergency and QBP work. It is entirely dependent on the Agency's capacity assessment at the time of the Emergency request. Capacity constraints are assessed at the Agency's sole discretion.
(d) If Offered: If the Agency offers concurrent delivery, this will be communicated explicitly in the Emergency work approval. The Client may accept or decline; declining does not change the Emergency work approval or delay Emergency delivery.
(e) No Impact on Credits or Fees: Concurrent delivery does not change the cost of either the Emergency work or the QBP work. Both are billed/credited at standard rates.

(a) Payment Option: If a Client approves Emergency work and elects to pay out-of-pocket (Option B in Section 3.3.3) rather than assign future credits, the default QBP work will not proceed during the Emergency work period(s).
(b) Automatic Retainer Payment Pause:
If Emergency work is approved by 11:59 PM on the 7th of the month: The Agency will pause the Client's standard monthly retainer payment scheduled for the 15th. No payment will be processed.
If Emergency work is approved after 11:59 PM on the 7th: The retainer payment scheduled for the 15th may process due to bank processing timelines. The Agency will refund this payment within 5 business days of receipt in the Agency's account.
(c) Refund Processing and Fees:
Refunds will be processed to the Client's original payment method (via bank transfer) within 5 business days of the Agency's receipt of funds.
Payment processor fees (including GoCardless transaction fees) will be deducted from the refund amount.
The Agency will provide an itemised breakdown of fees upon request.
(d) Fee Fairness Policy:
First Instance (Refund Due to Late Notice): If a Client approves Emergency work after the 7th and a retainer payment is inadvertently processed, the Agency will absorb the processor fees on the first refund in any 12-month period as a courtesy.
Subsequent Instances: If late notice of Emergency work occurs more than once per 12-month period, processor fees will be deducted from all subsequent refunds. This reflects the operational cost to the Agency of managing avoidable transaction reversals.
(e) Timing Clarity: The Client is encouraged to notify the Agency of Emergency work by 11:59 PM on the 7th of the month to ensure the scheduled retainer payment is paused before processing.
(f) Clarity: This is Not a Retainer Break: This pause in retainer payments is NOT classified as a "Retainer Break" (as defined in Section 7). It is a temporary suspension of monthly fees to align with the temporary shift to Emergency work delivery. It does not consume the Client's Retainer Break allowance.

(a) Separate Systems: Emergency work (Section 3.3) and Retainer Breaks (Section 7) are independent mechanisms. Emergency work does not count toward, nor does it trigger, a Retainer Break.
(b) No Retainer Break During Emergency Work: Once a Client has approved Emergency work, the Client may NOT request a Retainer Break for the duration of the Emergency work period(s).
Example: If Emergency work is approved for M1–M2, the Client cannot request a Retainer Break for M1 or M2.
(c) Why This Rule Exists: A Retainer Break is a voluntary pause in service delivery. Emergency work is active service delivery (albeit off-plan). The two are operationally and semantically incompatible.
(d) Break Eligibility Resumes: Once Emergency work ends, the Client's standard Retainer Break allowance (Section 7.4) resumes at the next QBP or upon written request.
(e) Out-of-Pocket Emergency Work Does Not Consume Break Allowance: When Emergency work is paid out-of-pocket and retainer payments are paused (Section 3.3.5), this pause is NOT counted as a Retainer Break. The Client's break allowance remains unchanged.

(a) General Rule: Emergency work, once approved, is considered a commitment and may not be cancelled without penalty or cost.
(b) Cancellation Between Days 7–15 of Approval Month: If a Client requests cancellation of approved Emergency work between day 7 and day 15 of the month in which it was approved:
i) Credits-Based Emergency: A minimum of 50% of the approved credit value will be deducted from the Client's monthly credit allowance. This deduction will be applied to:
The following month's credit allowance, OR
The first month of the following quarter's allowance
(Agency's choice, based on operational impact). The exact percentage deducted (50–100%) is at the Agency's discretion to reflect committed freelancer time and capacity impact.
ii) Out-of-Pocket Emergency: A maximum of 50% of the approved out-of-pocket fee will be refunded to the Client. The remaining 50% is retained by the Agency to compensate for committed capacity and freelancer time. Payment processor fees are deducted from the refund.
(c) Cancellation After Day 15: If a Client requests cancellation of approved Emergency work after day 15:
i) Credits-Based Emergency: The full approved credit value is deducted from the Client's monthly credit allowance (applied to the following month or first month of the following quarter, at Agency's discretion). These credits are forfeited and do not carry forward or roll back.
ii) Out-of-Pocket Emergency: No refund is issued. The Client retains the Agency's commitment; work in progress or allocated capacity cannot be reallocated.
(d) Deduction Tracking: Credit deductions due to cancellation will be tracked in the Client Portal under "Scheduled Hold – Credit Adjustment" status and logged in the Client's account history.
(e) Emergency Cannot Be Replaced: If Emergency work is cancelled, the Client may not request replacement Emergency work in the same month. The Client must wait until the next month to request new Emergency work.
(f) QBP Work Remains on Hold: If Emergency work is cancelled after QBP work was placed on hold, the paused QBP work remains in "Scheduled Hold" status. The Client must explicitly re-request this work; it does not automatically resume.

(a) Occasional Emergency Requests: The Agency acknowledges that occasional Emergency work requests are a normal part of retainer relationships.
(b) Pattern Recognition: If a Client requests Emergency work that, in aggregate, exceeds 4 months per 12-month rolling period, this may indicate a mismatch between the retainer scope and the Client's actual workload patterns.
(c) Mandatory Strategic Review: If the 4-month threshold is exceeded, the Agency will schedule a mandatory strategic review meeting (separate from the regular QBP) to discuss:
i) Whether the retainer baseline services should increase
ii) Whether the retainer scope should shift to reflect the Client's actual priorities
iii) Whether a hybrid model (retainer + project-based work) would better suit the Client's needs
(d) Outcome of Review: Following the review, the parties may:
i) Increase the retainer fee to absorb additional baseline capacity
ii) Adjust the scope to prioritise the type of work that has been requested as "emergency"
iii) Move to a different service model
iv) Acknowledge the pattern and reset expectations going forward
(e) Non-Compliance: Refusal to participate in the strategic review does not invalidate past Emergency requests. However, it signals to the Agency that the Client's needs may not be aligned with the retainer model, and the Agency may propose contract modifications at the next renewal or request a pricing adjustment
(f) Rolling 12-Month Period: The 4-month threshold is calculated on a rolling 12-month basis (from today, looking back 12 months). It resets continuously; there is no fixed anniversary date.
(g) Agency Communication: As a Client approaches the 4-month threshold, the Agency will proactively communicate with the Client to flag the pattern and suggest a strategic review. This is not a penalty; it is a partnership conversation.

(a) Accounting Interaction: If Emergency work is requested while revision carryover debt is outstanding (see Section 3.3.1, Option OR), the Emergency work may still be approved (subject to capacity).
(b) Revision Carryover Debt is Not Live Work: Revision carryover debt represents completed work that has been carried forward as a credit adjustment. It is not pending work or a task to be completed.
(c) Credit Interaction: If the Client chooses Option A (assign credits) for the Emergency work:
Emergency work credits are drawn from the Client's remaining available credits in the current quarter (after the revision carryover debt is accounted for)
The Client cannot draw from additional future months beyond the current quarter if they are already "in the red" due to carryover debt
This creates a practical incentive to upgrade the retainer if the Client needs significant Emergency work while carrying revision debt
(d) Out-of-Pocket Option: Alternatively, the Client may pay the Emergency work out-of-pocket (Option B), which preserves available quarterly credits and allows the revision carryover debt to be absorbed naturally from the next payment.
(e) No Delay to Emergency Work: Revision carryover debt will not delay Emergency work delivery. The carryover is purely a credit accounting adjustment and does not represent pending tasks.

The Client will be able to view details of work completed each month and each quarter in the Client Portal. They can also view their credit balance, credit usage and future work that has been formally approved.

The Client can view real-time remaining credits in the Client Portal at any time.

If the Client requests work (that is NOT Emergency or Priority work) but has insufficient credits and has not authorized payment for overage work, the Agency will not proceed without:

If applicable, payment for overage at the standard retainer rate, OR
If possible and with enough notice given, an upgraded monthly credit package

Note: The option to assign future credits (up to 2 months) is available ONLY for Emergency work (Section 3.3) and Revisions carryover (Section 3.3.1, Option OR). Standard work requests must use available credits, pay out-of-pocket, or upgrade the plan.

The Agency provides Retainer support Monday through Friday, 9:00 AM to 6:00 PM (GMT/BST as applicable).

Retainer Clients do not have access to standard support outside the hours specified above, except in the case of genuine Emergencies, which are handled on a best-effort basis.

For a complete definition of support levels, emergency classifications, and operational support targets, please refer to the Agency's Support Protocols page (https://clients.digiful.io/support), which is incorporated by reference.

The Agency distinguishes between:

Response time = When the Agency acknowledges and accepts the request
Completion time = When the work is actually finished

Retainer Clients receive prioritised request acceptance relative to non-retainer clients. This means Retainer Client requests are moved to the front of the queue when the Agency is processing support requests. Retainer clients receive higher priority status in capacity-planning decisions. See 1.0.3 for details of all perks applicable to this contract.

The Agency's response and completion timeframes for different request types are outlined on the Support Protocols page and the Retainer Protocols page.

Work that has been formally included in the Client's Quarterly Plan has specified completion timeframes (typically by end of month or end of quarter, as outlined in the Quarterly Plan).

Off-plan work completion timeframes depend on scope, complexity, and available capacity. For specific timelines, see the Support Protocols page.

After the 15th of any month, the Agency cannot guarantee that new requests will be completed by month-end.

The only work that carries an absolute guarantee of completion is work that has been formally included in the Client's Quarterly Plan.

Any emergency work exceeding a total of 2 months credits must be paid immediately at the applicable retainer discount off the standard service rate. Work will not commence until outstanding payment has been paid either via bank transfer or via a payment link inside the portal. If payment is not made within 7 calendar days of request approval, this may impact the Agency's ability to complete the work at the agreed time.

(a) General Principle: The Retainer does not include unlimited informal support, "quick questions," or ad-hoc troubleshooting via email, portal messages, or calls. Clients are encouraged to make use of the knowledge resources inside their portal such as the trained Ai bot, or the knowledge on the client facing website for the fastest answers to general questions.
(b) Support Assistance Allowance: The Agency provides up to THREE (3) informal support interactions per calendar month at no additional cost, where an "informal support interaction" means:
This includes:
A single email, portal message, or brief call (up to 15 minutes) to:
Answer a product/platform question
Provide troubleshooting advice
Clarify work that has been delivered
Point the Client to a resource or vendor support
Discuss a minor concern
This does NOT include:
Full investigations or problem-solving for out-of-scope issues
Extended troubleshooting sessions
Multiple back-and-forth exchanges on a single topic
Work that requires formal scoping or deliverables
(c) Escalation to Formal Work: After the 3 complimentary support interactions in a calendar month have been used, any additional support requests shall be treated as:
(i) A formal Request for Work (Section 5), using available monthly credits if in-scope; or
(ii) A paid Resolution Service (Section 6) if out-of-scope, with a separate quote and approval required before work commences.
(d) Exception – Urgent Issues: If the Client has a genuine emergency (as defined in the Support Protocols page), that counts as a formal request, not an informal support interaction, and is handled via the Emergency process in Section 5.
(e) Tracking: The Agency will track informal support interactions in the Client Portal. Once 3 interactions have been logged in a month, subsequent requests will prompt a message that the Client should formally request the work via Section 5 or 6 above.
(f) No Carryover: Unused informal support interactions do not carry over to the following month.

5.1 Priority Request Definition and Limits

5.1.1 Priority Request Definition: A Priority Request is any substantial request for work or change of direction that is not part of the current month's Quarterly Plan. Examples include:

Launching an urgent campaign
Implementing a significant optimisation
Creating new content or resources
Requesting a change of strategic direction

5.1.2 Priority Request Limit: The Client is entitled to submit 1 (one) Priority Request per calendar month.

5.1.3 Priority Request Acceptance and Submission Deadline: For a Priority Request to be accepted for completion during the month it is submitted, it must be of reasonable scope (decided by the Agency) that it can be completed in that month. In addition, to be eligable for completion within the month s Priority Requests must be submitted by 11:59 PM on the 7th of each calendar month to be eligible for processing and completion in that month.

5.1.4 Hard Deadline with Limited Exceptions: The 7th is a hard deadline. Exceptions may be made at the Agency's sole discretion but are not guaranteed. Requests submitted after the 7th will be handled under the rules in Section 5.2 below.

5.2 Late Priority Requests (Submitted After 7th)

5.2.1 Client Options: If a Client submits a Priority Request after 7 PM on the 7th, the Client may choose one of the following:

Option A – Process in Current Month (if capacity allows): The Agency will attempt to process the request in the current month if capacity permits. The Client pays for the work using available credits and/or the applicable retainer discount
No guarantee of completion by month-end (work submitted after 15th especially may not be finished)
Option B – Defer to Next Month's Priority Slot: The Client defers the request to next month, where it becomes the month's 1 (one) allowed Priority Request. This does not consume the current month's Priority Request slot

The Client can defer a maximum of 1 (one) request in advance (i.e., cannot pre-book two months ahead)

5.2.2 After 15th of Month: Requests submitted after the 15th of any month should not be expected to be completed by month-end due to capacity constraints.

5.3 Revision Services (Unlimited Subject to Capacity)

5.3.1 Definition and Frequency: Revision Services are minor amendments to existing work and are the only service type that can be requested more than once per calendar month.

5.3.2 Examples of Revisions:

Small copy or text changes
Minor tracking adjustments
Minor Brizy Cloud page amendments (small edits, layout tweaks)
Minor button or colour changes
Similar low-impact refinements

5.3.3 Subject to Credits and Capacity: While Revision Services can be requested multiple times, they are still subject to:

Available monthly credits
Agency capacity in that month
Availability of resources

5.3.4 Approval Process: Multiple Revision requests in a single month will be triaged based on urgency and capacity, with no guarantee that all will be completed.

5.4 Request Approval and Capacity Priority

All off-plan requests (Priority Requests, additional Revisions, out-of-scope requests, and Resolution Services) are subject to an approval process and are not automatically approved.

When the Agency has limited capacity and must prioritise which requests to accept, the following priority order is used:

Retainer Clients (with perks as specified in 1.0.3)
Previous Project-Only Clients (not on retainer)
New Clients (no prior relationship)

When a Client submits an off-plan request:

The Agency reviews the request and determines if it is in-scope
If in-scope, the Agency checks available capacity
The Agency communicates approval, conditional approval (subject to timeline extension), or declination, with reasons
The Client is informed of the decision within the timeframe specified in Section 4.2

If a request is declined due to lack of capacity:

The Client is informed of the reason
The Client may choose to defer the request to a future month (if applicable)
The Client may choose to pay for the work at the applicable retainer discount outside the priority system
The Client may choose to upgrade their retainer to add more capacity (see Section 8)

5.5 Communication Channel for Requests

5.5.1 Primary Channel All requests (Priority Requests, standard requests, Revisions) must be submitted via the Client Portal.

5.5.2 Email Submission: If the Client sends requests via email to team@digiful.io, the Agency will log the request in the Client Portal within [X] business days and will respond via the portal. Email is not the primary channel and may experience delays.

5.5.3 Verbal Requests: Verbal requests made during calls or conversations should be documented in writing by the Client or the Agency within 48 hours to formalise the request.

5.5.4 Client Portal as Default Communication Medium: The Client Portal is the default communication medium between the Agency and Client. While emails to team@digiful.io will be read and responded to, the Client Portal will receive faster response times.

6.1 Out-of-Scope Work Identification

6.1.1 Default Response: If a Client requests work that falls outside the scope defined in Section 2.1, the Agency will:

Politely explain why the work is out-of-scope
Refer the Client to an appropriate third-party provider or specialist (at no cost to the Client for the referral)
Offer the Client the option to contract separately for the work (if Agency can help)

6.1.2 No Automatic Entitlement: Being a Retainer Client does not grant automatic access to support on out-of-scope topics.

6.2 Resolution Services

6.2.1 Definition: A "Resolution Service" is an investigation into or resolution of an out-of-scope issue (such as a Google security alert, email hosting problem, or third-party platform issue) where the Client has requested Agency assistance and the Agency has agreed to help.

The Agency is under no obligation to accept Resolution Service requests. The Agency will consider each request and may:

Decline to assist, referring the Client to the appropriate vendor or specialist
Agree to assist on a fixed-price, defined-scope basis
Agree to assist on an hourly basis

If the Agency offers a fixed price for a Resolution Service:

The scope of work will be clearly defined
The cost will be quoted in advance
The Client must approve the quote in writing before work begins
The work will be invoiced separately, outside the retainer credits

If the Agency offers to assist on an hourly basis:

The Client will pay at the Agency's then-current hourly rate, as published on https://clients.digiful.io

The applicable retainer discount will be applied
The Client will be provided with a time estimate before work begins
The Client will receive an invoice for hours worked, invoiced separately outside the retainer

All Resolution Service requests:

Require explicit Agency approval before work begins
Are subject to Agency capacity and availability
Follow the capacity priority order outlined in Section 5.4
May be deferred if capacity is insufficient

The Agency will make best efforts to investigate and resolve the issue, but cannot guarantee that the underlying problem will be resolved if it is caused by third-party systems or services.

6.3 Scope Expansion Mid-Contract

If the Client wishes to add a new service area to their Retainer mid-quarter (e.g., "I want to add email marketing support"):

The Client requests the service addition

If credits are available in the current month, the service may be added immediately and used in that month

If credits are insufficient, the Client may:
Upgrade the Retainer (which normally requires 30 days' notice, but may be expedited at Agency discretion)
Pay for the service at the applicable retainer discount outside credits
Wait until the next Quarterly Plan review to formally add the service

Service additions will be formally incorporated into the next Quarterly Plan review and will be included in future months' planning.

7.1 Proactive Work and Quarterly Planning

The Retainer is structured to deliver proactive work each month using the Client's monthly credits. The Agency will:

Develop a Quarterly Business Plan (QBP) of recommended work
Allocate credits toward this planned work each month
Ensure the Client receives value every month, even without active requests

Every three months, the Agency will outline a Quarterly Business Review to:

Review performance metrics and progress
Discuss wins, learnings, and challenge
Analyse key performance indicators (KPIs)
Plan the next quarter's priorities and work
Adjust the next Quarterly Plan based on any Client feedback

The client will be invited to a complimentary meeting with at least 1 weeks’ notice. If the client cannot attend the meeting or does not respond by the 5th of the following month, the proposed next QBP will be assumed accepted and the Agency will begin to plan capacity to deliver accordingly.

QBRs are held at the end of each quarter (or aligned with the Client's retainer anniversary date). QBRs are complimentary to all Retainer Clients and are included as part of the retainer service.

QBRs are typically conducted via video call or in-person meeting (if local to the Agency) and take approximately [X] minutes.

In addition to the quarterly review, the Agency will provide via the Client Portal

Work completed in the previous month
Planned work for the following month (post QBR or new work requests)

7.2 Agency Meetings

Each Client receives a complimentary quarterly debrief and planning session for up to 1 hour in-person or via video conferencing.

Outside this complimentary session, the Agency cannot guarantee availability for unlimited meetings either in-person or via video conferencing. The Agency will make best efforts to offer availability for one (1) additional meeting up to 30 minutes in-person or via video conferencing with the owner or freelancers working for the Agency.

If sessions longer than the standard timeframes are required, the Agency may request that Client credits are used to compensate for the extended time slots.

7.3 Retainer Breaks and Partial Refunds

Starting in the 6th month of the Retainer, the Client may request a "Retainer Break" if:

The Client is taking a planned holiday or break
The Client does not require the full scope of services for a particular month
The Client wishes to reduce service delivery for budget or operational reasons

The Client may take Retainer Breaks per 12-month rolling period according to break frequency specified in point 1.0.3.

See full conditions in 7.4

Retainer Breaks may not be taken in consecutive months (e.g., cannot break both January and February)
Retainer Breaks may not be taken in the first 5 months of the Retainer
A Client cannot request a retainer break once a termination notice has been given

The Client must request a Retainer Break at least 30 days before the beginning of the applicable month. For example:
To take a break in March, notice must be given by 31st January
To take a break in April, notice must be given by 28th February

Refunds are only available for future months or the current month (if notice is provided before the Monthly Billing Date). No refunds will be issued for previous months for which service has already been delivered.

Retainer Break requests must be submitted via the Client Portal with at least 30 days' notice.

7.4 Retainer Break Options

i) 50% Break: The Client's monthly retainer fee is reduced to 50% for the break month(s). The Agency continues to provide baseline support (Section 4.1) and reactive work only. No planned QBP work is undertaken.

ii) 100% Break: The Client's monthly retainer fee is fully paused. No services, support, or work is provided during the break month(s).

The Agency does not offer custom break percentages (e.g. 25%, 75%). Clients must choose 50% or 100%.

The number of breaks a Client is entitled to per 12-month rolling period is specified in Section 1.0.3 (Retainer Tier Details). Standard Retainers typically include 1 break per year; other tiers may vary.

If a Client elects a 100% Break, the full monthly retainer fee will be refunded or credited (per Client preference, informed by the Agency's lean operating model) within 5 business days.

If a Break is requested mid-month, the break level (50% or 100%) applies from the date of approval onwards; the current month's fee will be adjusted pro-rata accordingly.

The Client may NOT request a Retainer Break during approved Emergency work (see Section 3.3.6).

8.1 Retainer Benefits 🖋️

All retainer client benefits are listed in point 1.0.3 and are subject to the conditions outlined in Section 8.1.2 below

Bonus Credits – From time to time the Agency may offer bonus credits. This means clients can get services at lower credit cost. In addition to explicit time and scope limitations set out at the time, the default conditions apply:
Client must have an active retainer and must not have requested termination
Client cannot use bonus credits in a 'retainer break' month
Client must be an active portal user and request the service themselves or request the Agency to do so via email
Retainer Breaks (every 12 months)
Client cannot request a retainer break once a termination notice has been given
Restrictions outlined in Section 7.3.4 apply

Bundles are collections of perks provided to the Client as part of the Retainer, which may include third-party software licenses, tools, and other resources. These bundles are setup and managed by the Agency, who provision access according to license availability.

The specific items included in any Bundle may change at any time. Items may be:

Added to the bundle
Removed from the bundle
Substituted with alternative items
Modified in scope or functionality

Third-party vendors may change, discontinue services, or go out of business so any list of tools included in a bundle may change. The Agency will make best efforts to keep this up to date, but there may be a lapse in updating. The current Bundle contents and list of standard included tools are maintained on the Agency's Retainer Protocols page (https://clients.digiful.io/retainers) and are subject to change at any time. Special offer bundles may not be listed on the Agency’s Retainer Protocol page and may instead be listed privately within client’s portals.

If an item is removed from a Bundle for any reason:

The Monthly Fee does not automatically reduce
The value delivered through the Bundle is already substantial, and changes are part of normal business operations
The Client understands that third-party tool performance, reliability and business sustainability are outside the Agency's control

If a new tool becomes available:

The Agency may add it to the Bundle as complimentary (subject to licence availability)
If complimentary access cannot be provided, the Client may be offered:
Access to the tool at a discounted rate (added to the retainer), or
Access to the tool as a separate paid add-on, or
No access if the tool is cost prohibitive to be offered either as complimentary or discounted.
No access if the tool is not compatible with the Client's retainer purpose

Some tools offered within bundles may require monthly, annual, or one-time licensing payments separate from the Retainer Fee. The Agency will disclose any such costs to the Client before work commences and will obtain written approval from the Client. The tools offered in retainer bundles are generally higher cost tools for exclusive retainer client usage. These tools and the bundle plans are independent from monthly license plans for Web & Marketing tools.

(a) Complimentary to Paid Transition: A bundle that is currently provided complimentary as part of a Client's retainer (whether due to early adopter status, contract terms, or promotional offering) may be converted to an optional paid add-on at the Agency's discretion.
(b) Notice of Bundle Pricing Change: If a previously complimentary bundle is converted to a paid offering:
i) Existing Clients are given 30 days' notice of the change
ii) Existing Clients may elect to:
(A) continue at the new pricing,
(B) discontinue the bundle, or
(C) downgrade their retainer (if they are not on the current minimum tier)
iii) New Clients sign contracts that reflect the current bundle pricing in effect at the time of engagement
(c) Pricing Escalation: Bundle pricing may increase at any time. The Agency will provide notice as follows:
i) For pricing increases up to 20%: 30 days' notice
ii) For pricing increases above 20%: 60 days' notice
iii) Notice will be provided via email or the Client Portal
(d) Client Options Upon Price Increase: When bundle pricing increases, the Client may:
i) Accept the new pricing and continue the bundle
ii) Decline the bundle and remove it from their retainer
iii) Request alternatives or comparable bundle options
iv) Discuss the increase during their next Quarterly Business Review
(e) Bundle Discontinuation: If a bundle offering is discontinued (not just priced, but removed entirely), the provisions in Section 8.2.4 (Bundle Removal and Pricing) apply: the Client's monthly fee does not reduce, and the Agency makes best efforts to substitute with alternative tools or perks.
(f) Scope Clarity – What "Bundle" Means: For the purposes of this section, "bundle" refers to optional collections of tools, software, or perks that are separate from the core retainer services (Section 2.1). The Agency's core services themselves may be priced or adjusted independently and are not subject to these bundle escalation provisions; core service pricing is governed by Section 8.4–8.5.

8.3 Agency Limitation of Liability for Bundle Changes

The Agency has zero liability for:

Third-party vendors raising prices or removing tools
Tools becoming unavailable due to vendor discontinuation
Tools going out of business or ceasing service
Loss of service due to vendor technical issues
Any changes imposed by third-party vendors

If a tool is removed from a Bundle due to external circumstances, the Client will not receive:

A price reduction
Service credits
Compensation of any kind

The Agency will make best efforts to:

Maintain valuable and comprehensive bundles
Inform Clients of changes in advance
Substitute tools with alternatives where possible
Transition clients smoothly if tools become unavailable

8.4 Service Pricing and Rate Updates

Current pricing for all services is maintained on:

The Client Portal (for retainer-specific credit costs)
The Agency rate page (https://clients.digiful.io) (for hourly and additional services)

The Agency may update service pricing at any time. Changes that materially affect existing Retainers will be subject to the notice periods specified in Section 8.5.

The credit value assigned to specific services may increase or decrease. Price changes apply prospectively to new requests made after the change.

(a) Tier Management: The Agency may, at any time, discontinue, modify, or introduce new retainer tier levels (e.g. Starter, Growth, Scale, or minimum monthly fee levels) to reflect market conditions, service evolution, and business needs.
(b) Existing Clients – Grandfather Rights: If the Client is on a retainer tier that is subsequently discontinued (e.g. a £150/month minimum tier is no longer offered to new clients), the Client may continue on that tier indefinitely at the same pricing, provided:
i) The Client remains an active, continuously subscribed Retainer Client
ii) The Client does not downgrade to a lower tier (if a lower tier is available)
iii) The Client does not terminate and re-sign with the Agency
(c) Notice of Tier Discontinuation: When the Agency discontinues a retainer tier, the Agency will provide affected Clients with at least 30 days' advance notice via email and Client Portal. This notice will explain:
i) Which tier is being discontinued
ii) When the discontinuation takes effect for new clients
iii) That existing Clients on that tier retain grandfather rights and may continue at current pricing indefinitely
iv) What alternatives or new tier options are available
(d) If Grandfather Rights Are Lost: If a Client who benefited from grandfather pricing
(i) terminates their retainer, or
(ii) downgrades to a tier below their current tier, they cannot re-access the discontinued tier if they re-sign. They must sign at the current pricing in effect at the time of re-engagement
(e) New Clients: New clients cannot access discontinued tiers, even if an existing client is grandfathered. All new clients sign at the current tier pricing available at the time of engagement.
(f) Fairness and Communication: The Agency recognises the value of long-term client relationships. Tier discontinuation is never retroactive (existing clients keep their tier and pricing), and 30 days' notice is provided so Clients have time to understand their options and plan accordingly.

8.5 Notice Periods for Price and Service Changes

Changes to the credit cost of specific services require 30 days' written notice to affected Retainer Clients. The notice will be provided via the Client Portal and email.

Changes to any Bundle (addition or removal of items, or significant changes to functionality) require 14 days' notice to affected Retainer Clients.

If an item must be removed from a Bundle due to vendor discontinuation or other external factors, the Agency will provide 7 days' notice (or best-efforts notice if the vendor provides insufficient advance warning).

Price and service changes take effect at the start of the next calendar month after the notice period expires.

8.6 Upgrade and Downgrade Procedures

If the Client wishes to upgrade their Retainer to a higher monthly fee (e.g., from £150/month to £200/month):

The Client submits an upgrade request via the Client Portal
The Agency confirms the new monthly amount and any changes to service scope
Notice Period: The upgrade takes effect on the next calendar month. The upgrade normally requires 30 days' written notice, but the Agency may expedite this at its discretion (especially for mid-quarter capacity additions)

Pricing: The new pricing applies from the first day of the upgrade month going forward

No Prorating: Upgrades are charged at the full new rate for the upgrade month (no prorating)

If the Client wishes to downgrade their Retainer to a lower monthly fee (e.g., from £200/month to £150/month):

The Client submits a downgrade request via the Client Portal
The Agency confirms the new monthly amount and any changes to service scope
Notice Period: Downgrades require 30 days' written notice. For example, notice given on 1st January would take effect on 1st February
Effective Date: The downgrade takes effect on the first day of the month following the 30-day notice period
Current Month Fees: The current month's fees continue at the old rate; the downgrade does not take effect mid-month

After downgrading the Retainer, the Client may not re-upgrade for a minimum of 1 without a discussion with the Agency. A maximum of 2 downgrades are allowed in a 12 month consecutive period.

Downgrades may result in reduced service scope or reduced monthly work allocation. The Agency and Client will discuss service impact during the downgrade request process.

9.1 Initial 90-Day Commitment and Grace Period

When the Client first signs this Schedule E, the Client commits to a minimum 90-day retainer period. This is not easily escapable; the Client must honour the commitment or pay through the notice period.

The 90-day initial commitment typically equates to three (3) monthly payments (e.g., months 1, 2, and 3 of the retainer).

(a) Grace Period Definition: After the initial 90-day commitment period expires, the Client has a ONE-TIME 14-day "Grace Period" (days 91–104 from execution date) during which they may terminate the Retainer with reduced notice obligations (see subsection b below).
(b) Grace Period Benefit – What It Means: If the Client terminates during the Grace Period AND meets all the conditions in subsection (c) below, the Client pays NO additional fees beyond the initial 90-day commitment. If any condition in subsection (c) is not met, the Client falls back to either:
i) ONE (1) full month's payment (see subsection d), OR
ii) The standard 90-day notice period (see Section 9.2) whichever applies per subsection (d).
(c) Conditions for Zero Additional Payment During Grace Period: The Client qualifies for the full grace period benefit (zero additional payment) ONLY if ALL of the following are true:
(i) If a Quarterly Plan (QBP) for the period after the 90‑day commitment was not agreed, or if it was agreed, the Client notified the Agency of their intent to terminate no later than 11:59 PM on the 7th day of the first month following the 90‑day period, regardless of whether the Agency had commenced work on that QBP.
(ii) The Client has not submitted any Priority Requests or formal work requests after day 90, or, if they have, they notified the Agency of their intent to terminate by 11:59 PM on the 7th day of that first month, before the Agency commenced work on those requests.
(iii) The Agency has not commenced work on any newly agreed QBP or post‑day‑90 work requests after the 7th where no such intent to terminate was communicated.
(d) If Conditions Are Not Fully Met – Fallback Payment: If the Client terminates during the Grace Period but does not meet all conditions in subsection (c), the following applies:
(i) If a Quarterly Plan was formally agreed and the Agency commenced work on it after the 7th without prior notice of intent to terminate, the Client owes ONE (1) full monthly payment for the month in which that work began.
(ii) If a Priority Request or work request was submitted and the Agency commenced work on it after the 7th without prior notice of intent to terminate, the Client owes ONE (1) full monthly payment for the month in which that work began.
(iii) The Client does not owe the standard 90‑day notice period payments (Section 9.2); one month is the maximum.
(e) "Commenced Work" Definition: Work is "commenced" when the Agency begins substantive performance—e.g. strategy development, content creation, setup, or optimisation. Receipt of a request or approval of a QBP does not, by itself, constitute "commencement."
(f) The 7th-of-Month Signalling Rule: The Client must communicate intent to terminate by 11:59 PM on the 7th of the month (the grace period month) to preserve the "zero additional payment" benefit. This is the deadline for intent to terminate; formal notice can follow, but signalling by the 7th is required.
(g) Worked-Upon Deliverables: Any partially completed work shall be delivered to the Client as-is (without further refinement or revision) within 5 business days of termination notice. The Client may use these deliverables but may not request further amendments.
(h) Grace Period is Non-Extendable: The 14-day Grace Period window is fixed (days 91–104). It does not extend, pause, or reset based on work requests, QBP discussions, or any other circumstance.

The Grace Period runs from the end of Day 90 through Day 104 (approximately).

If the Client does not terminate during the Grace Period, the Retainer rolls into the standard rolling notice structure (see Section 9.2).

9.2 Rolling Notice Period Structure

After the Grace Period expires, the Retainer runs on a rolling basis with a 90-day termination notice requirement. This means:

The Client may give notice at any time
Notice takes effect on the next Monthly Billing Date following the notice
From the effective date of notice, the Client must make three (3) further monthly payments

Clients who maintain their retainer will see their notice period reduce to 60 days. This means:

The Client may give notice at any time
Notice takes effect on the next Monthly Billing Date following the notice
From the effective date of notice, the Client must make two (2) further monthly payments

Scenario A – Notice given before the Monthly Billing Date:

Today: 2nd of the month (before 10–15th billing window) Notice is given
Effective date: This month's billing date (10–15th) – Payment 1
Client then owes:
Next month's billing – Payment 2
Plus: Month after's billing – Payment
Termination completes after Payment 3

Scenario B – Notice given after the Monthly Billing Date:

Today: 28th of the month (after billing on 10–15th) This month is already paid
Notice is given
Effective date: Next month's billing date – Payment 1
Client then owes:
Month after's billing – Payment 2
Plus: Third month's billing – Payment 3
Termination completes after Payment 3

Scenario A – Notice given before the Monthly Billing Date (60-day notice):

Today: 2nd of the month (before 10–15th billing window)
Notice is given
Effective date: This month's billing date (10–15th) – Payment 1
Client then owes: Next month's billing – Payment
Termination completes after Payment 2

Scenario B – Notice given after the Monthly Billing Date (60-day notice):

Today: 28th of the month (after billing on 10–15th). This month is already paid
Notice is given
Effective date: Next month's billing date – Payment 1
Client then owes:
Month after's billing – Payment 2
Termination completes after Payment 2

9.3 Termination Notice Method and Timing

Termination notice must be provided in writing via:

The Client Portal, or

Email to team@digiful.io

The Agency will acknowledge receipt of termination notice within 7 business days.

Notice takes effect on the next Monthly Billing Date (10–15th) following the date the Agency receives the notice.

9.4 Final Month Charges and Outstanding Invoices

During the final month(s) of the notice period, the Client is entitled to:

The full monthly credit allocation for that month
Continued service delivery through the final billing date
Completion of agreed work within available credits (planned work is prioritised)

If there are any outstanding invoices for out-of-scope work or Resolution Services, these must be paid before the retainer relationship fully terminates.

A final invoice will be issued covering any remaining balance due through the termination date. This invoice is due within the Agency's standard payment terms.

9.5 Data, Dashboards, and Transition

Upon the effective termination date:

The Client will no longer have access to all Agency-hosted dashboards (custom dashboards, analytics dashboards, portal, etc.).

Access will be disabled within 5 business days of the termination date

Custom dashboards built by the Agency will no longer be accessible to the Client after termination unless a separate transition arrangement is negotiated and paid for.

The Client retains access to standard third-party platforms (e.g., Google Analytics, Google Ads, email service providers) through their own direct accounts, but the Agency's integrations, software licenses through bundles and any tool dependent on bundles will be removed. The only exception to this are client licensed paid for separately under Web/Marketing plans such as Brizy Cloud.

The Client Portal will remain accessible for 30 days post-termination to allow for content export and review. After 30 days, portal access will be closed.

After termination, the Client may purchase services from the Agency at the standard (non-retainer) previous client discount rates. No retainer discount will apply.

9.6 Schedule D Termination Form

If the Client has no other ongoing services with the Agency, the Agency will require the Client to execute Schedule D (Termination of Services) to formally close out the business relationship.

The Agency will provide Schedule D within 14 business days of the termination date. The Client should sign and return it promptly to ensure clean closure.

Client permits the Agency access as needed to all applicable accounts, all client data and all customer data as required for the Agency to perform its services. The Agency will ensure its use is responsible and aligned to the work requested.

It is the Client's responsibility to ensure that its accounts are kept secure and maintained in line with the platform requirements.

The Agency maintains a zero-tolerance policy towards abuse of any kind. While the Agency understands that external market conditions may impact performance, sales, authority or rankings, the Agency will not tolerate abuse—whether in-person or electronic—directed at the Agency owner or any freelancer working for the Agency.

The Agency reserves the right to terminate the arrangement prematurely if a Client is abusive on more than one occasion. The Client remains responsible for payment of fees for the appropriate notice period as outlined in Section 9.2, without refund.

As stated in the Master Services Agreement, the Client may have responsibilities to provide guidance, content, or authentication credentials required for work completion. Failure to fulfil such responsibilities in a timely manner may result in planned work not being started or completed within target timeframes.

The Agency agrees to maintain the confidentiality of all Client information, including:

Business strategy and marketing plans
Financial information
Customer data
Proprietary methodologies or processes
Login credentials and account access

Confidentiality obligations continue for the duration of the Retainer and for 2 years] following termination.

The Agency may disclose Client information where:

Required by law
Necessary for team members or subcontractors to perform work (under NDA)
Needed to protect the Agency's rights

The Agency may disclose Client information where:

Required by law
Necessary for team members or subcontractors to perform work (under NDA)
Needed to protect the Agency's rights

The Agency may disclose Client information where:

Required by law
Necessary for team members or subcontractors to perform work (under NDA)
Needed to protect the Agency's rights

The Agency is committed to protecting Client data in compliance with GDPR and applicable data protection laws.

For details on how the Agency processes Client data, please refer to the Master Services Agreement and Schedule A (Intellectual Property).

The Client is responsible for:

Ensuring they have the right to provide Client data to the Agency
Complying with GDPR in their own operations
Maintaining accurate contact information
Ensuring all accounts used and shared with the Agency are properly secured with unauthorised third party access

The Agency retains ownership of:

Agency methodologies, processes, and tools
Work product created for general industry use (not Client-specific)

The Client retains ownership of:

Client brand, trademarks, and designs
Client content and data
Client-specific deliverables and work products
For detailed IP terms, see Schedule A (Intellectual Property Rights).

For detailed IP terms, see Schedule A (Intellectual Property Rights).

This Schedule may be amended by written agreement between the Agency and Client. Amendments must be signed by authorised representatives of both parties.

Updates to the Support Protocols page and Retainer Protocols page, and pricing (as incorporated by reference) may be made by the Agency without formal amendment to this Schedule, subject to the notice periods specified in Section 8.5.

This Schedule E, together with the Master Services Agreement, Schedule A, Schedule B, Schedule C, and Schedule D, constitutes the entire agreement between the Agency and Client regarding the provision of retainer services.

This agreement supersedes all previous discussions, proposals, and agreements regarding the Retainer.

This Schedule shall be governed by the laws of England and Wales.

The parties shall attempt to resolve the matter through good-faith discussion
If unresolved, the matter may be escalated to senior management of both parties
If still unresolved, the parties agree to [mediation / arbitration] as a final step before litigation

Initial disputes should be raised with team@digiful.io.

If any provision of this Schedule is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Neither party may assign its rights or obligations under this Schedule without the written consent of the other party.

(a) Subject to applicable law, the Agency's total liability for any claim arising from this Schedule (whether in contract, tort, or otherwise) shall be limited to the total fees paid by the Client in the 12 months immediately preceding the claim.

(b) Neither party shall be liable for:

Lost profits
Lost revenue
Lost business opportunity
Indirect, incidental, or consequential damages
Reputational harm
Loss of data (except where caused by the Agency's gross negligence)
Security breaches or unauthorised access of accounts used by the client and Agency.

even if advised of the possibility of such damages.

(c) The Client's exclusive remedy for dissatisfaction with results is to take a Retainer Break (Section 7.3) or terminate the Retainer (Section 9).

(d) This limitation does not apply to:

Either party's indemnification obligations
Breach of confidentiality
Breach of IP obligations
Either party's gross negligence or wilful misconduct

11.1 Related Schedules 🖋️

This Schedule E is intended to be read together with the latest version of the following agreements:

Master Services Agreement (MSA) – 🖋️ version specified in contract
Schedule A (Intellectual Property Rights) – IP ownership definition - 🖋️ version specified in contract
Schedule B (Statement of Work – Project Principles) – Foundational work principles - 🖋️ version specified in contract
Schedule C (Statement of Work Pt.2 – Retainer Sign-Off) – Retainer-specific sign-off - 🖋️ version specified in contract
Schedule D (Termination of Services) – Termination documentation 🖋️ version specified in contract

11.2 Operational References (Incorporated by Reference)

The following operational pages are incorporated by reference:

Support Protocols Page – Support levels and emergency definitions
Retainer Protocols Page – Retainer administration and procedures

CROSS-REFERENCE NOTE

Section integrations as below:

Section 1.0.3 – Retainer Tier Details (specifies break allowances, priority tiers, specific terms per client)
Section 4.1 – Baseline Support and Response Times
Section 5.2 – Priority Requests (complements Emergency work framework)
Section 7 – Termination and Exit Procedures (break and termination rules interact; see Section 9.2 for notice periods)
Section 9 – General Terms (payment, capacity, liability disclaimers apply to all work types)

If the Client has no other ongoing services with the Agency, the Agency will require the Client to execute Schedule D (Termination of Services) to formally close out the business relationship.

The Agency will provide Schedule D within 14 business days of the termination date. The Client should sign and return it promptly to ensure clean closure.

Let's talk

Choose the appropriate option below to chat or book work.

New clients can book a free discovery session, retainers can book a free catchup.

MAIN PAID SERVICES

Talk to us

Arrange a meeting

Contact

team@digiful.io

Schedule E - Retainer operation

AGREEMENT PARTIES

Let's talk

☆ I am a new

★ I am a current client

✰ I am a team member