Retainer Agreement
This agreement is made on 7 November 2026 between:
- Brightline Digital Ltd, of 9 Mill Lane, Leeds LS1 4AB, United Kingdom ("the Provider"); and
- Harper & Sons Furniture Ltd, of 120 Station Road, Manchester M1 2WD, United Kingdom ("the Client").
The Provider will provide the Services to the Client on a continuing basis, for a monthly fee, on the terms below. The agreement starts on 1 March 2027 (the "Start Date").
1. Definitions
In this agreement:
- "Services" means the services described in section 2.
- "Monthly Fee" means the fee in section 5.
- "Included Hours" means the hours of work in each Month that the Monthly Fee covers.
- "Month" means each calendar month, or part of one, starting from the Start Date.
- "Out of Scope Work" has the meaning in section 3.
- "Working Day" means a day on which the Provider is open for business under section 4.
- "Term" means the period from the Start Date until this agreement ends under section 10.
2. The Services
The Provider will provide the following Services to the Client during the Term:
Website maintenance and security updates, up to 4 new pages or edits a month, monthly performance report, and email marketing set up and sent to the client's list.
The Provider will carry out the Services with reasonable skill and care, using suitably skilled people, and in line with good practice in its field. The Provider decides how the Services are carried out, and may use employees or subcontractors, but remains responsible for their work.
3. Work outside the retainer
Work that is not described in section 2 is "Out of Scope Work". The Monthly Fee does not cover it.
Redesigns, new online shop features, photography and paid advertising budgets.
If the Client asks for Out of Scope Work, the Provider will say so, and give a quote or an estimate of the time it will take. The Provider will do the work only after the Client has agreed in writing, by email or message. Agreed Out of Scope Work will be charged at GBP 135 an hour unless the parties agree a fixed price, and may be invoiced separately.
4. Hours, time and availability
The Monthly Fee covers 20 hours each Month. The Provider will record the time spent on the Services and send the Client a summary each Month with the invoice, or when the Client asks.
The Provider is available on the following working days and hours: Monday to Friday, 9:00 to 17:30 UK time, excluding public holidays. The Provider will reply to each request from the Client within 1 working day, and will start work on an urgent problem within 4 working hours. These are the times to reply and to begin work, not times to finish, which depend on the task. The Client may report an urgent problem by the means the parties agree, and is to say why it is urgent.
If the Provider cannot meet a time because the Client has not given the information, access or decisions it needs, the time is extended for as long as the delay lasts.
5. Fees
The Client will pay the Provider a Monthly Fee of GBP 2,400 for the Services and the Included Hours.
The provider may raise the monthly fee once in every 12 months, by up to 5%, on 60 days' written notice.
6. Extra hours
If the Services in a Month need more hours than the Included Hours, the Provider will charge the extra hours at GBP 135 an hour. The Provider will not work more than 5 hours in a month above the Included Hours in any Month unless the Client has agreed in writing first. The Provider will tell the Client when it has used most of the Included Hours.
7. Unused hours
Unused hours
The Monthly Fee is payable in full in each Month whether or not the Client uses all the Included Hours.
8. Invoicing and payment
- The Provider will invoice on the first working day of each month, in advance. Extra hours and agreed Out of Scope Work are invoiced after they are done.
- The Client will pay each invoice within 14 days of the date of the invoice, by the means the invoice states, in full and without deduction, unless a part of the invoice is disputed in good faith.
- If the Client disputes part of an invoice, it will tell the Provider in writing within 7 days of receiving it, say why, and pay the part that is not disputed. The parties will work together to settle the rest quickly.
- All amounts are stated without any sales tax, value added tax or similar tax, which the Client will pay in addition if it applies.
- 1.5% a month
- If the Client does not pay an undisputed invoice, the Provider may, after 7 days' written notice, pause the Services until the Client pays. The Provider is not responsible for any harm caused by a pause that follows non-payment.
9. What each side does
The Provider will carry out the Services as in section 2, keep to the times in section 4, keep records of its time, tell the Client of problems that may affect the Services, and keep the Client's information secure.
The Client will give the Provider, promptly, the information, access, accounts, materials and decisions that it reasonably needs; name a person who can make decisions for the Client; pay the fees as in section 8; and make sure that anything it supplies is lawful and that it has the right to give it to the Provider.
The main contacts at the start are: Provider: Sam Patel (sam@brightline.example). Client: Jo Harper (jo@harper.example).. Each side may change its contact by telling the other in writing.
10. Term and ending the agreement
- The agreement starts on the Start Date and continues for a minimum period of 6 months (the "Minimum Period").
- After the Minimum Period it continues from Month to Month until either party ends it by giving 30 days written notice to the other. Notice can be given to take effect on any date after the Minimum Period.
- Either party may end this agreement immediately by written notice if the other commits a serious breach and does not put it right within 14 days after a written request to do so, or becomes insolvent, or stops carrying on business.
- Ending the agreement does not affect rights that have already arisen. The Client will pay for all Services given up to the end date, including the time spent on notice, and any agreed Out of Scope Work.
- On ending, the Provider will give back the Client's materials and access, hand over work in progress and any files the Client is entitled to, and, if asked, help in a reasonable handover for up to the Included Hours of one Month at the extra hours rate. Sections 11, 12, 13, 14 and 15 continue after the agreement ends.
11. Ownership of the work
The Client owns the finished work that the Provider creates for it under this agreement and has paid for, but not the Provider's tools, templates, methods, know-how and any material that the Provider owned before or created independently of the Client. The Provider gives the Client a non-exclusive, perpetual, worldwide licence to use any of the Provider's material that is part of the finished work, to the extent that it needs it to use that work. The Provider keeps the right to use its general skills and experience. The Client confirms that it has the right to supply the materials it gives to the Provider and that using them as the Client has asked will not infringe the rights of anyone else.
12. Confidentiality and data
Each party will keep confidential the other's non-public information that it learns because of this agreement, use it only for this agreement, and not disclose it to anyone but its staff, advisers and subcontractors who need it and who are bound to keep it confidential. This does not apply to information that is public through no fault of the receiving party, that the receiving party already knew or learns from someone else without a duty of confidence, or that it must disclose by law or by order of a court or authority, in which case it will, if the law allows, tell the other party first.
Where the Provider handles personal data for the Client, the Provider will use it only on the Client's instructions and for the Services, keep it secure, and comply with the data protection law that applies. The parties will sign any further data processing terms that the law requires.
13. Limit of liability
- Nothing in this agreement limits or excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that the law does not allow to be limited.
- Subject to that, neither party is liable to the other for loss of profit, loss of business or revenue, loss of goodwill, or any indirect or consequential loss, however it arises.
- Subject to the first paragraph, the Provider's total liability to the Client under or in connection with this agreement, in contract, tort (including negligence) or otherwise, is limited to the fees paid in the 12 months before the claim.
- The Client's duty to pay the fees is not limited by this section.
14. Warranties and the Client's results
The Provider does not promise any particular result, for example a number of sales, visits, ratings or rankings, since these depend on factors outside its control. It does promise to carry out the Services as in section 2.
15. Disputes and the law
This agreement is governed by the laws of England and Wales.
If there is a disagreement, the parties will first try to settle it by talking, starting with a written notice that says what the disagreement is. If they cannot settle it within 30 days, either party may take it further as follows.
The place for deciding any dispute under this agreement is London. How disputes are decided
Either party may ask a court anywhere for an urgent order to protect its confidential information or other rights while a dispute is decided.
16. General
- Whole agreement. This agreement is the whole agreement between the parties about the Services and replaces anything said or written before. It may be changed only in writing signed by both parties.
- Independent parties. The Provider is an independent contractor. Nothing here makes the parties partners, employer and employee, or agents of each other.
- Assignment. Neither party may transfer its rights or duties under this agreement without the written consent of the other, which will not be unreasonably withheld.
- Notices. Notices must be in writing and may be sent by email to the contact in section 9, or to the address at the top of this agreement.
- Force majeure. Neither party is in breach for a delay caused by events outside its reasonable control, such as natural disaster, war, strikes by others, power or network failure, or action of a government. The party affected will tell the other and try to limit the delay. Payment of money already due is not excused.
- Severance and waiver. If any part of this agreement cannot be enforced, the rest stays in effect. A party that does not use a right straight away has not given it up.
- Copies. It may be signed in separate copies and electronically, and together they form one agreement.
Signatures
For the Provider: Brightline Digital Ltd
Name and title: ______________
Signature: ______________
Date: ______________
For the Client: Harper & Sons Furniture Ltd
Name and title: ______________
Signature: ______________
Date: ______________