FRACTIONAL RETAINER AGREEMENT

Terms of Service & Retainer Agreement

Last Updated: October 2026•Fractional Operations Retainer

These Terms of Service govern the outsourced (fractional) digital operations, marketplace coordination, e-commerce infrastructure management, and technical growth services provided by Digital Department.

1. Relationship of Parties & Independent Contractor Status

This Agreement is entered into between Digital Department and the client company ("Client").

Independent Fractional Advantage: Digital Department operates strictly as an independent contractor. Nothing in this agreement establishes an employer-employee relationship, joint venture, or agency partnership.

The Client incurs zero payroll tax liabilities, severance obligations, or employment overheads whatsoever.

2. Scope of Services & Operational SLA

Services are rendered in accordance with the selected Fractional Retainer tier (Essential, Pro / Growth, or Enterprise Operations), covering store management, inventory sync, gateway monitoring, and conversion tracking.

Critical SLA: For downtime incidents impairing checkout or order processing, technical investigation commences within 2 hours.

3. Intellectual Property Ownership

All custom campaign banners, store templates, automation scripts, and reporting dashboards created specifically for the Client transfer entirely to Client ownership upon settlement of the corresponding billing period.

Digital Department reserves the right to cite anonymized performance metrics in case study portfolios, strictly preserving confidentiality.

4. Non-Disclosure & Business Confidentiality (NDA)

Digital Department holds all Client sales figures, wholesale costs, supplier rosters, profit margins, and customer data in strictest perpetual confidence.

This non-disclosure obligation survives the termination of any active service agreement.

5. Flexible Monthly Partnership & Seamless Termination

Our engagements operate on a transparent monthly retainer cycle without multi-year lock-in contracts or punitive clauses.

Either party may terminate the retainer prior to the commencement of the subsequent billing cycle with simple written notification.

6. Limitation of Liability

Digital Department cannot be held liable for global downtime, API deprecations, or platform-wide outages caused by third-party systems (e.g., Shopify, Amazon, Meta, or Google).

However, Digital Department acts immediately as technical liaison to restore normal workflows and minimize disruptions.

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