Master Services Agreement (MSA)

1.1 The "Man & Machine" Model: Mr Digital operates as a strategic digital growth partner. We combine high-level human strategic consulting, creative execution and dedicated account management with advanced, proprietary AI and technology infrastructure. We are data-focused, results-driven and commit to executing all services with the best intentions and in accordance with industry best practices.

1.2 MSA and SOW Structure: This Agreement governs the general legal and operational rules of our partnership. The specific strategic goals, digital deliverables, proprietary technology deployment and fixed monthly Fees will be detailed in one or more corresponding Statements of Work ("SOW"). In the event of any conflict between this Agreement and an SOW, the terms of the specific SOW shall strictly prevail.

2.1 Fixed-Fee, Unmetered Execution: We operate on an agile, outcome-focused delivery model. Unless explicitly stated otherwise in the SOW, Mr Digital does not bill by the hour. We allocate the necessary human resources and infrastructure to achieve the deliverables outlined in the SOW without arbitrary hourly limits or "scope creep" charges, strictly within the defined SOW scope (the "Sandbox").

2.2 The Active Task Queue: To maintain maximum execution speed and uncompromised quality, Client requests are managed via an "Active Task Queue." Tasks falling within the SOW's scope will be executed sequentially based on agreed Client priorities. We focus on completing active deliverables before commencing new major requests.

2.3 Fair Usage Policy (FUP) for Execution: Our unmetered model is designed to eliminate billing friction and foster rapid momentum. "Unmetered" means continuous, sequential execution; it does not mean infinite simultaneous capacity. Requests must be commercially reasonable and align with the intended scope. If the volume or complexity of simultaneous requests drastically exceeds the intended commercial scope of the SOW, we will collaboratively discuss prioritising the queue or agreeing on an SOW Addendum to cover the increased scale.

2.4 Client Dependencies: Execution velocity relies on prompt Client collaboration. Any project delays caused by a lack of Client response, missing assets, or access restrictions shall be the sole responsibility of the Client and will not result in a reduction of the fixed SOW Fees.

3.1 Agency Tech & Pre-Existing IP: Mr Digital retains all ownership, copyright and intellectual property rights to its pre-existing methodologies, proprietary Content Management Systems (CMS), CRM architectures, AI prompt libraries, structural templates and underlying source code (the "Agency Tech"). The Client is granted a non-exclusive, revocable license to use these platforms for the duration of the Agreement.

3.2 Client Assets & Final Deliverables: The Client retains 100% ownership of their pre-existing brand assets and customer databases. Strictly subject to the full payment of all undisputed Fees, Mr Digital assigns to the Client the intellectual property rights to the final, approved, client-facing deliverables created specifically for them (e.g. final ad graphics, finalized copy). If the Client is in arrears, no IP transfers occur and Mr Digital reserves the right to withhold access to all generated assets.

3.3 Third-Party Assets & Licensing Limitations: To deliver premium work efficiently, we frequently utilise licensed third-party assets (e.g. stock photography, typography, licensed music). We procure the appropriate commercial licences for these assets to be used specifically within your final compiled deliverables. The Client may not extract, isolate, or reuse these raw assets for other independent projects (e.g. extracting a stock image from a web build for a physical billboard) without ensuring an extended license is in place. The Client agrees to consult Mr Digital prior to isolated use if unsure of licensing rights.

4.1 No Vendor Lock-In: Mr Digital guarantees that the Client will not be subjected to technological "vendor lock-in." Upon lawful termination of this Agreement and full settlement of outstanding invoices, Mr Digital will provide a full, clean export of the Client's website front-end (as flat HTML/CSS files) and all CRM/Customer data (as standard CSV files) within fourteen (14) days, allowing the Client to seamlessly migrate to another provider or in-house team.

5.1 Final Approval & Regulatory Compliance: While Mr Digital diligently QA checks all creative work, the Client remains the ultimate subject-matter expert for their business. The Client is exclusively responsible for reviewing all deliverables for factual accuracy, correct pricing and industry-specific legal compliance (such as UK ASA advertising guidelines or financial regulations) prior to live deployment. Once a deliverable is formally approved by the Client, Mr Digital accepts no financial or legal liability for any subsequent errors, omissions, or regulatory challenges.

5.2 Third-Party Platform Volatility: We execute campaigns across third-party platforms (e.g. Google, Meta, LinkedIn). The Client acknowledges these platforms frequently change their algorithms, advertising policies and terms of service without warning. While we use expert skill to navigate these environments, Mr Digital shall not be held liable, nor shall fixed Fees be refunded, for sudden fluctuations in organic search rankings, ad costs, or sudden platform-level account suspensions that are entirely outside of our direct control.

6.1 Mandatory Private Resolution: Both Parties agree that complex digital projects require close collaboration and public forums are not the appropriate venue for resolving commercial disputes. If the Client is dissatisfied with any aspect of the Services, they must first provide formal written notice to Mr Digital's management team detailing the exact nature of the grievance.

6.2 Good Faith Cure Period: Upon receipt of such notice, the Parties agree to enter into a mandatory "Good Faith Resolution Period" of no less than twenty-one (21) days, during which senior management from both sides will work collaboratively to investigate and remedy the issue amicably.

6.3 Mutual Non-Disparagement: To protect the commercial reputation and integrity of both businesses, the Client and Mr Digital mutually agree that neither party (nor their employees or agents) shall publish, post, or distribute any negative, derogatory, or disparaging public reviews, ratings, or statements (including on Google Reviews, Trustpilot, social media, or public forums) regarding the other Party, without first fully exhausting the mandatory 21-day Good Faith Resolution Period. If a review is posted in breach of this clause, the posting party agrees to remove it immediately upon request to allow the internal resolution process to occur.

7.1 Payment Terms: The Client shall pay the fixed monthly retainers or milestone fees strictly as set out in the SOW. Invoices are payable within 30 days unless collected automatically via GoCardless direct debit.

7.2 Infrastructure Fair Usage Policy: To provide premium digital infrastructure without restrictive licensing fees, the SOW includes a generous "Enterprise Tier" allowance for raw technology usage (e.g. server bandwidth, API calls, mass email sends). Should the Client's raw usage exceed these predefined limits, the raw wholesale cost of the excess cloud/API usage will be passed through to the Client without agency markup.

7.3 Late Payments: Any sums which remain unpaid shall incur interest on a daily basis at 6% above the Bank of England base rate from time to time until payment is made in full.

8.1 Case Studies & Marketing: We are incredibly proud of the digital infrastructure we build for our partners. Unless explicitly requested otherwise in writing prior to the commencement of the Agreement, the Client grants Mr Digital a non-exclusive, perpetual, royalty-free right to use the Client's company name, logo, brand marks and a high-level, factual description of the project's success for our own portfolio and marketing materials.

8.2 Confidentiality of Data: Mr Digital will never publicly share the Client's sensitive commercial data, exact revenue figures, or proprietary business secrets without express prior written consent.

9.1 Respectful Workplace: Mr Digital operates a strict policy of mutual respect. The Client and its representatives must treat all global staff and agents with professional respect. Disrespectful behaviour or aggressive communication may result in immediate termination of this Agreement.

9.2 Client Success Meetings: The fixed Fee includes strategic review meetings as defined in the SOW. To protect resource allocation, meetings cancelled by the Client with less than 24 hours' notice, or instances where the Client is more than 10 minutes late, will be forfeited until the next scheduled cycle.

10.1 This Agreement commences on the date specified in the initial SOW and continues for the Minimum Initial Term defined therein (e.g. 6 or 12 months).

10.2 During the Initial Term, the Client may not terminate this Agreement for convenience.

10.3 Following the expiry of the Initial Term, the Agreement shall transition to a rolling contract, terminable by either party providing no less than ninety (90) days' written notice.

11.1 Nothing in this Agreement shall limit or exclude either Party's liability for death or personal injury caused by negligence, or for fraud.

11.2 To the maximum extent permitted by applicable UK law, Mr Digital shall not be liable to the Client for any loss of profits, loss of sales or business, loss of anticipated savings, or any indirect or consequential loss arising out of the use of the Services or Proprietary Technology.

11.3 The Client assumes full legal responsibility for ensuring any assets, claims, imagery, or materials they provide to Mr Digital, or approve for live deployment, comply with relevant UK laws and do not infringe third-party copyrights.

12.1 Both Parties agree to keep all Confidential Information secret and shall not disclose it to third parties without prior written consent, except as required by law.

12.2 Both Parties will comply with all applicable requirements of the UK Data Protection Legislation (including UK GDPR and the Data Protection Act 2018).

13.1 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises.