LEGAL
Schedule E - Retainer operation
Intro will go here
Version summary:
- Version date: 21/12/2025
- Changes: None
The signed contract will explicity detail the parties, start date and status of the retainer.
This document underlines the terms that apply to all retainers, as the core document 'incorporated by reference'
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.
1.1 .1 SCOPE OF SERVICES
Please see Section 2: Scope of Services below.
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:
Master Services Agreement (MSA)
Schedule A (Intellectual Property Rights)
Schedule B (Statement of Work – Project Principles)
Schedule C (Statement of Work Pt.2 – Retainer Sign-Off)
Schedule D (Termination of Services)
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 (https://clients.digiful.io/support) and Retainer Protocols page (https://clients.digiful.io/retainers) are 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" 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. 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.
3.1 Monthly Credit Allocation
3.1.1 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
3.1.2 Monthly Credits Reset: 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.
3.1.3 No Credit Carryover or Accumulation: 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).
3.2 Credit Valuation and Service Pricing
3.2.1 Service Credit Values: 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).
3.2.2 Pricing Source: Current credit values and service pricing are maintained on:
- The Client Portal (for retainer-specific pricing)
- The Agency rate page (https://clients.digiful.io) (for hourly and additional services)
3.2.3 Pricing Updates: 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.
3.2.4 No Refunds for Price Changes: The Client will not receive refunds or credits if prices increase or if services change in value. Price changes apply prospectively to new requests.
3.3 Emergency Work and Multi-Month Credit Assignment
3.3.1 Standard Emergency Work: If a Client's off-plan or emergency 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 emergency work. For example:
- 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 emergency work as a one off fee using their retainer discount.
- Option C – Upgrade Retainer
- The Client may upgrade their plan for the needed months.
- Option D – Hybrid Split (Only in exceptional circumstances)
- Only if possible logistically and in exceptional circumstances, the project may be split into x amount of credit allocation services and a final allocation to be paid for independently.
- The final allocation of the project will be treated as 'off plan' (similar to Option B) with the appropriate discount applied.
- This can only be done in exceptional circumstances as it involves creating a new service structure for the project. The Agency reserves the right to decline this option by default.
- Option OR – Override Revisions - Revisions (only) can be subtracted from the next quarterly credits up to 50% of the value of the plan
3.3.2 Payment for Overflow:
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.
3.3.3 Quarterly Plan Adjustment:
If the Client assigns future months' credits to emergency work, the Client acknowledges that the next Quarterly Plan will be reduced or materially adjusted to reflect the credits already consumed in future months. The Agency will discuss this adjustment in the next Quarterly Business Review.
3.3.4 No Refund of Assigned Credits:
If the Client assigns 2 months of future credits to emergency work and then gives termination notice before those months are completed, the Client remains responsible for payment in those months due to the advance commitment.
3.4 Credit Tracking and Visibility
3.4.1 Portal Visibility: 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.
3.4.2 Portal Access: The Client can view real-time remaining credits in the Client Portal at any time.
3.4.3 Insufficient Credits: If the Client requests work but has insufficient credits and has not authorized payment for overage work, the Agency will not proceed with the work without any of the following that are applicable (in addition to point 3.3.1):
- Formal request that future credits can be assigned (up to 2 months)
- If applicable, payment for overage
- If possible and with enough notice given, an updated monthly credit package
4.1 Support Hours and Availability
4.1.1 Standard Support Hours: The Agency provides Retainer support Monday through Friday, 9:00 AM to 6:00 PM (GMT/BST as applicable).
4.1.2 Outside Standard Hours: 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.
4.1.3 Support Definitions: 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.
4.2 Response Time and Completion Time
4.2.1 Response vs. Completion: The Agency distinguishes between:
Response time = When the Agency acknowledges and accepts the request
Completion time = When the work is actually finished
4.2.2 Retainer Priority Advantage: 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.
4.2.3 Response and Completion Timeframes: The Agency's response and completion timeframes for different request types are outlined on the Support Protocols page (https://clients.digiful.io/support) and the Retainer Protocols page (https://clients.digiful.io/retainers).
4.2.4 Quarterly Plan Work: 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).
4.2.5 Off-Plan Work Timeframes: Off-plan work completion timeframes depend on scope, complexity, and available capacity. For specific timelines, see the Support Protocols page.
4.2.6 No Guaranteed Completion After 15th: After the 15th of any month, the Agency cannot guarantee that new requests will be completed by month-end.
4.3 Planned Work Guarantee
4.3.1 Only Quarterly Plan Work is Guaranteed: The only work that carries an absolute guarantee of completion is work that has been formally included in the Client's Quarterly Plan.
4.3.2 All Off-Plan Work is Subject to Approval: All other work requests (Priority Requests, standard requests, Revisions, etc.) are subject to an approval and capacity process and are not automatically approved or prioritised.
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 Submission Deadline: 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.
When taking a Retainer Break, the Client may choose one of the following:
- Option A – Partial Refund (up to 50%):The Client receives a refund of up to 50% of the Monthly Fee for that month
- Example: On a £150/month retainer, the Client could receive up to £75 back
- The Agency will reduce service delivery proportionally in that month
- Option B – Full Month Refund (100%): The Client receives a full refund of the Monthly Fee for that month. No service delivery is provided in that month. This is typically used for extended holidays or planned breaks from the service
- 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.
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.
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.
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.
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).
After the initial 90 days have passed, the Client has a one-time 14-day window (the "Grace Period") in which to terminate the Retainer without being locked into any additional notice period beyond the initial 90 days.
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.
10.1 Accounts and Data Processing
10.1.1 Client Data Access
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.
10.1.2 Client Responsibility
It is the Client's responsibility to ensure that its accounts are kept secure and maintained in line with the platform requirements.
10.2 Zero Tolerance on Abuse
10.2.1 Agency Policy
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.
10.2.2 Termination Right
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.
10.3 Client Role and Responsibilities
10.3.1 Client Obligations
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.
10.4 Confidentiality
10.4.1 Client Confidential Information
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
10.4.2 Confidentiality Duration
Confidentiality obligations continue for the duration of the Retainer and for 2 years] following termination.
10.4.3 Permitted Disclosures
- 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
10.5 Data Protection and GDPR Compliance
10.5.1 Data Protection
The Agency is committed to protecting Client data in compliance with GDPR and applicable data protection laws.
10.5.2 Data Processing
For details on how the Agency processes Client data, please refer to the Master Services Agreement and Schedule A (Intellectual Property).
10.5.3 Client Responsibility: 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
10.6 Intellectual Property Rights
10.6.1 Agency IP
The Agency retains ownership of:
Agency methodologies, processes, and tools
Work product created for general industry use (not Client-specific)
10.6.2 Client IP: 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).
10.7 Amendments to This Schedule
10.7.1 Changes to Schedule E
This Schedule may be amended by written agreement between the Agency and Client. Amendments must be signed by authorised representatives of both parties.
10.7.2 Support Page and Pricing Updates
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.
10.8 Entire Agreement
10.8.1 Complete Agreement
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.
10.8.2 Supersession
This agreement supersedes all previous discussions, proposals, and agreements regarding the Retainer.
10.9 Governing Law and Dispute Resolution
10.9.1 Governing Law
This Schedule shall be governed by the laws of England and Wales.
10.9.2 Dispute Resolution: In the event of any dispute:
- 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
10.9.3 Contact for Disputes: Initial disputes should be raised with team@digiful.io.
10.10 Severability
10.10.1 Invalid Provisions
If any provision of this Schedule is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
10.11 Assignment
10.11.1 Non-Assignable
Neither party may assign its rights or obligations under this Schedule without the written consent of the other party.
11.1 Related Schedules
This Schedule E is intended to be read together with the latest version of the following agreements available on clients.digiful.io
- Master Services Agreement (MSA) – Foundational terms and general conditions
- Schedule A (Intellectual Property Rights) – IP ownership definition
- Schedule B (Statement of Work – Project Principles) – Foundational work principles
- Schedule C (Statement of Work Pt.2 – Retainer Sign-Off) – Retainer-specific sign-off
- Schedule D (Termination of Services) – Termination documentation
11.2 Operational References (Incorporated by Reference)
The following operational pages are incorporated by reference:
- Support Protocols Page (https://clients.digiful.io/support) – Support levels and emergency definitions
- Retainer Protocols Page (https://clients.digiful.io/retainers) – Retainer administration and procedures
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