1. These Additional Marketing Terms (“AMT”, or "Social Media Terms") form a Schedule to and Supplement the Merchant Services Agreement (“MSA).

Terms defined in the MSA shall have the same meaning in these terms. In the event of any conflict between this Schedule and the MSA regarding Marketing Services, this Schedule shall prevail.

2. Definitions

• 2.1 Client: Means the Vendor, Venue, or Merchant that has requested Marketing Services from Dept Of Digital.

• 2.2 Provider: Shall mean Dept Of Digital Ltd (“Order Digital”).

• 2.3 Retainer Fee: Means the fees charged for marketing services as detailed in the Client’s Quote, Order Form, or Invoice.

• 2.4 Quote: The email, digital order form, or dashboard notification sent to the Client outlining the specific Fees and Start Date.

• 2.5 Social Media Channels: The listing for the business on Facebook, Instagram, Google, TripAdvisor, and other major social media platforms, which are third-party platforms outside of the Provider’s control.

3. Purpose & Service Model
The Client appoints the Provider to provide agile marketing support on a Flexible Retainer basis.

• 3.1 Agile Approach: The specific mix of work (Social, Email, Strategy) will change month-to-month based on the Provider's strategy.

• 3.2 Capacity-Based: The Retainer Fee purchases a "tier of service availability" rather than a fixed list of deliverables.
  3.3 Complimentary or Discounted Retainer
  Where the Order Form states that the Marketing Services are provided “Included”, “Complimentary”, “Free”, or at a discounted rate, the Client acknowledges that such pricing reflects a commercial incentive contingent upon the Client maintaining an active paid subscription to the Provider’s core services as set out in the MSA. The stated discount does not alter the underlying value of the Marketing Services for the purpose of the Minimum Term or the Early Termination Fee.

4. Scope of Services

• 4.1 Marketing Strategy: We may outline an indicative roadmap month-to-month. This roadmap is non-binding and does not constitute a commitment to deliver any particular task or outcome.

• 4.2 Advice & Consultation: Ongoing guidance on how to grow the business.

• 4.3 Execution (Within Capacity): Implementation of marketing tasks (e.g., social content, email, updates) that fit within the agreed Retainer Tier.

5. Capacity & Provider Rights

• 5.1 Provider Discretion: The Provider determines which tasks from the Strategy Plan can be completed within the fixed Retainer Fee. The Provider may amend or reprioritise the Strategy Plan at any time at its sole discretion.

• 5.2 "Included" vs. "Extra":

• Included: If the Provider confirms a task fits within the current Retainer capacity, it will be done at no extra cost.

• Extra: If the Strategy Plan requires work exceeding the Retainer capacity (e.g., complex ad campaigns, large design projects, or on-site filming), the Provider will advise the Client. This work will only proceed if a separate quote is approved.

• 5.3 No Rollover: Unused capacity does not roll over to the following month.

• 5.4 Right to Decline (The Veto): The Provider retains full discretion to decline any specific request or campaign idea for any reason, including strategic misalignment, platform restrictions, or insufficient capacity. Exercising this discretion does not constitute a breach.

6. Content Review & Approval

• 6.1 Advance Review: The Provider will send the upcoming Marketing Plan or Content for review (via Email/WhatsApp).

• 6.2 Negative Option Approval: The Client has 48 hours to request changes. No response within 48 hours constitutes full approval of the plan and any offers/promotions contained within it. By approving content (including negative option approval), the Client accepts full responsibility for the accuracy and legality of all pricing, claims, offers, and promotions contained within it.

• 6.3 Post-Publication Removal: The Client may request removal of content at any time; the Provider will comply immediately.

7. Client Obligations

• 7.1 Digital Access: The Client must provide Administrator access to all relevant accounts (Google Business Profile, Meta Business Suite, Website CMS, etc.) prior to the commencement of work. Any delay in providing the required access will delay or limit the Services. The Provider shall not be liable for any impact on performance arising from such delay.

8. Strategy & Client Warranties

• 8.1 To achieve the agreed marketing objectives, the Client consents to the Provider employing standard direct-response tactics, including: Competitor Price Comparisons, Direct Price Promises (undercutting marketplaces), VIP Service incentives, and tactical discounts/giveaways.

• 8.2 Accuracy: The Client warrants that all pricing data provided for comparison campaigns is accurate.

• 8.3 Copyright: The Client warrants they hold the copyright for any images/assets they provide to the Provider. The Provider warrants it holds appropriate licenses for any stock imagery it uses.

9. Fees & Payment

• 9.1 Monthly Retainer Fee: The specific fee is set out in the Client’s Quote or Order Form. Payable monthly in advance via the payment method on file in accordance with the MSA. For clarity, where the Retainer Fee is shown as £0.00, Included, or Complimentary, the underlying value of the Marketing Services for the purposes of Clause 11 is the Monthly Deemed Value.

• 9.2 Ad Spend: All direct advertising costs (paid to Google/Meta) are the Client’s responsibility and are not included in the Retainer Fee.

• 9.3 Suspension: In accordance with Clause 14.2 of the MSA, work will pause immediately if payment fails.
   

10. Liability, indemnity and warranties.

• 10.1 The Parties agree that all limitations, exclusions, disclaimers, and liability caps set out in Clause 19 of the MSA apply equally and in full to all Marketing Services provided under these AMT.

• 10.2 For clarity, the Marketing Services do not guarantee specific revenue results, order volumes, customer growth, or return on investment. Performance is dependent on operational factors outside the Provider’s control, including (without limitation) food quality, speed of service, pricing competitiveness, hygiene ratings, and platform algorithms.

• 10.3 The Client acknowledges that Social Media Channels and advertising platforms are operated by third parties outside the Provider’s control and the Provider is not liable for any suspension, restriction, downtime, or changes implemented by those third parties.

• 10.4 All indemnity, warranty, limitation of liability, and disclaimer provisions contained in the MSA apply in full to the Marketing Services. Nothing in these AMT shall limit, amend, or replace those provisions.

11. Minimum Term & Marketing Recovery Fee

11.1 Condition of Offer
Where the Marketing Services are provided (i) at £0.00, (ii) marked as “Included” or “Complimentary”, or (iii) at a discounted rate on the Client’s Order Form, the offer is expressly conditional upon the Client maintaining an active subscription to the Provider’s core services for a minimum period of six (6) months (the “Minimum Term”).

11.2 If the Client Cancels Early
If the Client terminates their subscription or this Agreement before completing the Minimum Term, the discount granted for the Marketing Services is withdrawn, and the Client must pay the Early Termination Fee set out in Clause 11.3.

11.3 Calculation of Early Termination Fee
The Early Termination Fee shall be:

Monthly Deemed Value × remaining months in the Minimum Term

The “Monthly Deemed Value” is the greater of:
(a) £199.00; or
(b) the undiscounted monthly fee for the Client’s Service Package as shown on the Order Form or current rate card.

11.4 Payment & Enforcement
The Early Termination Fee becomes immediately payable upon cancellation. The Provider may raise an invoice or charge the payment method stored on file in accordance with the payment authority granted in the MSA.

12. Term & Termination

• 12.1 Term: Following the completion of any Minimum Term (as defined in Clause 11), these AMS terms operate on a rolling month-to-month basis.

• 12.2 Client Cancellation: The Client may cancel the Marketing Services by giving 30 days’ written notice, aligned with the notice periods in the MSA.

• 12.3 Provider Cancellation: The Provider reserves the right to terminate these Marketing Services, or specific campaigns within them, at any time and for any reason (including capacity constraints or strategic realignment) by providing 7 days' written notice (or immediately in the event of abusive behaviour or non-payment).

13. Acceptance Use of, access to, or reliance on the Marketing Services, or the acceptance of an Order Form that states the Marketing Services are Included, Complimentary, or Discounted, constitutes full acceptance of these Additional Marketing Terms.

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