Master Services Agreement

The following policies shall govern how the project shall be planned, administered and supported. The standard policies defined herein may be overridden by the respective Statement of Work, on a case-by-case basis.

  1. Use of Time: The Parties agree to collaborate in the most efficient manner possible, to further delivery of the Services. The Customer specifically acknowledges that the Services are not subject to timekeeping, and are focused on achieving the goals set forth in Statement of Work in the most time-effective manner. Digitality Studio shall perform each part of Statement of Work under the general direction of Customer, but Digitality Studio shall determine, in its sole discretion, the manner and means by which the Statement of Work is accomplished.
  2. Project Managers: The Parties shall each designate a Project Manager to coordinate the performance of the Statement of Work in accordance with this MSA. Project Manager shall mean the primary contact person designated by each party, in writing, who will coordinate the activities of the Parties hereunder. Each party may change its designated Project Manager from time to time during the term of this Agreement by written notice.
  3. Materials Access: Customer shall supply to Digitality Studio, at Customer sole cost, with access to the information, services and systems as Digitality Studio shall reasonably request for performance of a Statement of Work. Customer shall also furnish Digitality Studio with all facilities, information, services and systems as are suitable and adequate for the performance of Digitality Studio duties. The Customer shall provide ad accounts access with admin rights to Digitality Studio.
  4. Requirements & Approvals: The Customer shall clearly define and communicate the requirements, furnish necessary materials, fully respond to all questions in all requests for clarification, and review all materials requiring approval in a timely manner. The Customer acknowledges that once an approval is granted, Digitality Studio may rely upon it, and may be unable to undo actions relying on approved advertising creatives, budgets, bids, performance goals or other matters. Digitality Studio SHALL NOT BE LIABLE FOR ANY PROJECT DELAYS INCURRED DUE TO THE CUSTOMER’S FAILURE TO PROVIDE TIMELY REVIEWS AND APPROVALS OF TASKS, CREATIVES AND BUDGETS WHEN REQUESTED, NOR FOR THE CONSEQUENCES OF CLIENT’S APPROVAL OR DISAPPROVAL DECISIONS.
  5. Timelines & Deadlines: Unless explicitly committed in an applicable Statement of Work all project deadlines are estimates only and are not binding on Digitality Studio. If the Customer wishes to set a deadline or a milestone for the project, the Customer shall convene an Online Meeting, with all the relevant project team members, to discuss the requirements, the scope, and the potential deadlines. No deadline may be imposed on Digitality Studio without such a meeting. The Customer further acknowledges that any change in agreed upon scope or requirements may invalidate any agreed upon deadlines. Digitality Studio shall use commercially reasonable efforts to meet the target delivery dates set forth within each project.
  6. Service Units: All Services shall consist solely of the Service Units, enumerated in the Statement of Work. Each Service Unit is delivered according to specifications that may be either posted publicly on Digitality Studio website or shared with the Customer privately. Service Unit specifications normally include a name, a description, a definition of deliverable(s), a list of prerequisites and resource requirements, a delivery method (typically including one (1) online meeting), and possibly a standalone list price.
  7. Project Scope & Tasks: The scope and the tasks of the project shall be limited solely to the Service Units specified in the Statement of Work. An engagement with a monthly Retainer shall normally include an entitlement package of the Service Units included in the base fee. If the Customer requests services not included in the Service Order package, they may be purchased either on “à la carte” basis as extras or on a regular basis with an increase in the Retainer. If no existing Service Unit can address Customer’s requirements, Customer may request and Digitality Studio may develop new Service Units and packages, as needed. It is Customer’s responsibility to cover any additional costs and expenses needed for the online campaigns that are not included in Statement of Work (such as but not limited to: advertising budget, video creation services, 3rd party analytics software).
  8. Record Keeping: All project documentation, all Deliverables and all Media files shall be maintained in Google Drive Folder provided by Digitality Studio. The Customer’s designated staff shall be granted appropriate view and edit access through designated Google Accounts.. All official project status, reporting and analysis shall be conveyed via email only and no reporting through any other means shall be considered official. Digitality Studio shall not be obligated to maintain or update any records in Customer’s own project management systems unless approved in advance.
  9. Acceptance of Deliverables: Unless otherwise described in the applicable Statement of Work, all Deliverables associated with Statement of Work shall be deemed accepted by Customer upon delivery by Digitality Studio. If the Customer wishes to request changes to any of the Deliverables, Digitality Studio shall make those changes on agreed upon schedule, subject to any additional agreed upon requirements. No refunds of any fees may be given due to Customer’s refusal to accept any of the Deliverables for any reason. CUSTOMER AGREES THAT CAMPAIGN RESULTS IS RESPONSIBILITY OF BOTH PARTIES EQUALLY AND CAMPAIGN SUCCESS HIGHLY DEPENDS ON CUSTOMER’S FUNNELS, LANDING PAGES, PRODUCTS, OFFERS, WEBSITES, SALES TEAM PERFORMANCE AND OTHER FACTORS OUT OF Digitality Studio’ CONTROL AND RESPONSIBILITY.  Customer agrees not to charge back any payments made by credit card in favour of resolving disputes as provided herein.
  10. Communications: If the Customer wishes to make any request related to the delivery of the Services or to make a change in any Deliverable, they shall do that solely via email. Project Managers from both Parties have obligation to be accessible by email and respond in 48 hours or less during business hours.
  11. Online Meetings: To discuss and address any issues arising in the delivery of Services, the Parties may from time to time convene project meetings, by the means of a remote conference. Each meeting request shall propose a time at least 24 hours in advance and include the agenda, listing the issues to be discussed, as well as listing the participants who need to attend. The Parties shall keep each other regularly appraised about their meeting availability. No recurring meetings shall be scheduled unless agreed to in the Statement of Work. All meeting scheduling and delivery shall be performed via Meeting Systems specified by Digitality Studio. DECISIONS MADE IN MEETINGS SHALL BE DOCUMENTED AND SHALL BE BINDING. MEETINGS WITH THE SAME AGENDA SHALL NOT BE REPEATED WITHOUT A VALID CHANGE.
  12. Technical & Operational Tasks: The Customer’s technical and operations staff shall be fully responsible for developing, maintaining and operating all of the Customer’s systems. Digitality Studio’ standard role shall be limited to reviewing the systems and providing requirements and implementation directions, related to the Statement of Work. The Customer shall make the necessary staff resources available and shall instruct them to follow Digitality Studio processes and directions. If the Customer wishes for Digitality Studio to engage in any of these listed staff activities, Digitality Studio may propose and quote a separate Service Unit to cover such tasks
  13. Data Preparation: If Statement of Work includes any data integration tasks, Digitality Studio shall specify the exact formats and APIs necessary for implementation. The Customer shall furnish the data in the exact formats requested. Digitality Studio shall not be responsible for pre-processing data provided in an unacceptable format unless Customer orders a separate Service Unit for integration. If the Customer is unable to provide the data or APIs as specified, the sole remedy would be to adjust the project’s plan and requirements.
  14. Creative Design & Review: The Customer shall communicate standard branding policies, and either provide graphic and video assets (Media), or authorize contracting for outside design services. Digitality Studio shall assemble advertising creatives by relying on these assets and shall submit them for prompt approval by the Customer. CUSTOMER ASSUMES FULL RESPONSIBILITY FOR THEIR APPROVAL DECISIONS AND ACKNOWLEDGES THAT Digitality Studio MAY REASONABLY LIMIT CHANGES AFTER APPROVAL
  15. Advertising Budgets: The Customer shall be responsible for setting the advertising budget limits and providing an acceptable payment method to purchase ads. Requests to change budgets, bids or performance goals shall be communicated via email..
  16. Limits & Waivers: Statement of Work shall typically include limits on the number of campaigns, creatives and test iterations. Digitality Studio may from time to time waive such limits or other policies in this Exhibit. A one-time waiver shall not be construed as a change in policy, which may be fully enforced in all other cases
  17. Retainer terms: Retainer services (as opposed to one-time services) are divided by Months of Work. A month of Work is a period of one calendar month starting from the date Digitality Studio started the work relevant to the contract or from the date the previous Month of Work ended. Digitality Studio starts the work on the next business day after receiving the payment from the Customer. e.g. the Customer submits the first payment on 1 June, 2018 (Friday), the first Month of Work starts on the next business day, 4 June (Monday), and ends on 4 July. The second Month of Work starts on 4 July and ends 4 August. Any campaign pauses do not constitute pause of the Month of Work unless explicitly stated in the relevant Statement of Work or mutually agreed during an Online Meeting.
  18. Payment schedules: The Customer agrees to pay relevant fees on time according to schedules stated in the Statement of Work. In case the Customer is late on a payment schedule, all ongoing work and Customer’s campaigns shall be paused until relevant payments go through.
  19. Termination: The Customer has the right to terminate the Contract at any time by sending a notification email to ‘contact@digitalitystudio.com’. Contract shall be deemed terminated in the end of the current Month of Work. No refunds of any fees may be given due to Customer’s termination of the Contract for any reason. Customer retains ownership rights to ad accounts, creatives, copy or other project assets after termination. In case aforementioned ad account was provided by Digitality Studio, its ownership rights is determined by Digitality Studio sole discretion.
  20. Entering into force: The Customer agrees to this Master Service Agreement by signing any relevant Statement of Work and/or submitting any payments to Digitality Studio in exchange for services.