Marketing Retainer Agreement – Terms & Conditions
These Terms & Conditions apply to all marketing retainer services provided by MAAI Marketing & Digital (“MAAI”, “we”, “us”) to the client (“you”, “the client”).
1. Scope of Services
The retainer covers only the services outlined in the agreed proposal, statement of work, or written confirmation.
Additional services cannot be added to the retainer without prior agreement and may incur additional costs.
Services may be swapped within the retainer, provided:
Equivalent time and resource requirements are maintained, and
Reasonable notice is given to allow for planning and scheduling.
Any work requested outside of the agreed scope will be quoted and approved separately before commencement.
2. Retainer Fees & Invoicing
Retainer fees are invoiced monthly in advance or quarterly in advance, as agreed at the start of the engagement.
All invoices are payable within 14 days of the invoice date (or immediately for quarterly retainers, if specified).
Work may be paused if payment is overdue.
3. Minimum Term & Cancellation
All retainers have a minimum commitment of three (3) months.
After the initial term, either party may cancel the agreement by providing three (3) months’ written notice.
This notice period allows for forward planning, resource allocation, and completion of work already scheduled or in progress.
Fees paid in advance are non-refundable.
4. Client Responsibilities
Effective delivery relies on collaboration. The client agrees to:
Provide timely access to information, content, assets, logins, and approvals.
Respond to feedback and approval requests within reasonable timeframes.
Ensure all supplied content is accurate, lawful, and approved for use.
Delays in approvals or content provision may affect timelines, outcomes, or the volume of work deliverable within the retainer period.
5. Performance & Outcomes
Marketing performance is influenced by external factors including market conditions, competition, audience behaviour, and platform algorithms.
While MAAI applies professional expertise and best practice, specific results or outcomes cannot be guaranteed.
Success is dependent on a strong working relationship, clear communication, and timely collaboration between both parties.
6. Platform Responsibility Waiver
MAAI is not responsible for:
Changes to social media, search, advertising, or third-party platforms (including algorithm updates, account restrictions, or policy changes).
Platform outages, technical errors, or changes to features or performance.
Decisions made by third-party platforms that impact reach, visibility, or results.
7. Third-Party Costs
Third-party costs (including but not limited to advertising spend, software subscriptions, printing, hosting, or stock assets) are not included in the retainer unless explicitly stated.
These costs will be invoiced separately or paid directly by the client.
8. Use of Third-Party Contractors
MAAI may engage trusted third-party freelancers or specialists to support delivery of services under the retainer.
9. Communication & Availability
Communication will take place via agreed channels (e.g. email, project tools, scheduled calls).
The retainer does not include unlimited availability or out-of-hours support unless agreed in writing.
10. Pauses & Holidays
Retainers are designed for continuous delivery and planning.
Pauses are not permitted during the minimum term unless agreed in writing.
Any planned holidays or reduced capacity will be communicated in advance.
11. Intellectual Property
Upon full payment, ownership of final approved deliverables passes to the client, unless otherwise agreed.
MAAI retains the right to reference work for portfolio, case study, or promotional purposes unless confidentiality is agreed in writing.
12. Confidentiality
Both parties agree to keep confidential any commercially sensitive or proprietary information shared during the engagement.
13. Force Majeure
Neither party shall be liable for failure or delay in performance caused by events beyond reasonable control, including but not limited to acts of God, government restrictions, strikes, illness, or technical failures.
14. Termination for Breach
Either party may terminate this agreement with immediate effect if the other party materially breaches these terms and fails to remedy the breach within a reasonable timeframe.
15. Limitation of Liability
MAAI shall not be liable for indirect or consequential losses, including loss of revenue, profit, or opportunity.
Total liability shall not exceed the fees paid under the retainer in the three months preceding any claim.