Terms

Effective as of 1st January 2024
Last updated on 1st January 2024

These terms and conditions constitute the foundational elements of any contractual arrangement, whether verbal or written, between Codesauce Limited reg 09981304 (“The Company”) and you (“The Customer”).

These terms are applied by The Company commencing 1st January 2024.

1. Daily Rate
   The Company operates a standard minimum daily rate of £350.00 GBP (as of 1st January 2024).
2. Hourly Rate
   The Company operates a standard minimum hourly rate of £85.00 GBP (as of 1st January 2024).
3. Annual Increases
   The Company has an established annual increase to the standard minimum hourly rate of £5 per hour, or annual rate increase of ‘5% + Bank of England base rate,’ whichever is greater. The Company has an established annual increase to the standard minimum daily rate of £20 per hour, or annual rate increase of ‘5% + Bank of England base rate,’ whichever is greater. The Company has an established annual rate increase of ‘5% + Bank of England base rate,’ applicable to all other prices, services, and contracts. The adjustment becomes effective on the 1st of January each year, based on the Bank of England base rate as of the 31st of December of the preceding year.
4. Standard Lead Time
   The Company’s standard lead time is 6 to 9 weeks. A shorter lead time is available through our Fast Track service at an additional cost. Please contact us for details.
5. Fast Track Lead Time
   The Company offers a Fast Track service with a lead time shorter than our standard timeframe, at an additional cost of 50% on our standard rates (as of 1st January 2024).
6. Contract Period
   Contracts will commence on the date of acceptance by The Customer and continue for a minimum term of 12 months. Thereafter, contracts will automatically renew on a rolling basis until written notice is provided by The Customer, in accordance with the notice period.
7. Contract and Billing Period
   Billing periods are standardised to run from the 15th to the 14th of each subsequent month.
8. Access
   The Customer shall furnish The Company with all requisite information, permissions, and access to facilitate the timely and efficient execution of services.
9. Upfront Payment
   Three (3) months upfront payment will be required for all ongoing services and products. Full upfront payment is required for all ad-hoc, one-off, or annually billed services and products.
10. Payment
    Rates will be agreed upon on a per-contract basis. All agreed fees are due either upon receipt of the invoice or on the 15th of each month. If no specific rate has been agreed upon, the standard hourly rate will apply.
11. Payment Methods
    Payment shall be conducted via BACs bank transfer, Standing Order, or any other mutually agreed method. The Customer will supply all necessary details to facilitate payment and will furnish proof thereof.
12. Contact Time
    Contact time is not included as standard in service contracts. All communication between The Customer and The Company will be charged at the standard hourly rate.
13. Out-of-Scope Services
    Services that fall outside the boundaries of any agreed verbal or written contract will not be provided.
14. Excluded Services
    The Company explicitly does not offer backlink services, monitoring services, or reporting services. Additionally, The Company does not provide consultations or services concerning data protection, security, or legal matters.
15. Notice from The Customer
    Written notice shall be submitted from The Customer to The Company via email to info@codesauce.co.uk. Acknowledgment of receipt by The Company is required for the notice to be considered valid. The standard notice period is three (3) months following the initial contract term. If no initial contract term exists, the notice period applies after a twelve (12) month duration.
16. Notice from The Company
    Written notice shall be submitted from The Company to The Customer via email to The Customer’s email address kept on file. The standard notice period is three (3) months within the initial contract term. If no initial contract term exists, or is outside of the initial contract term, the notice period is one (1) month.
17. Late Payment Penalties
    In the event that The Customer fails to make any payment by the payment due date, a late fee of 5% of the overdue amount will be added to the total outstanding invoice amount. Additionally, interest will accrue on the overdue amount at an annual rate of 3% above the Bank of England base rate, calculated on a daily basis from the due date until the date the payment is received in full. The Company reserves the right to suspend services immediately upon non-payment. Services will only resume once all overdue amounts, including late fees and interest, are paid in full.
18. Cancellation
    Cancellation of services will incur fees at the standard hourly rate, charged for the work required to process the cancellation. The Company reserves the right to deny third-party access during the cancellation process.
19. Liability
    Except for liability arising from gross negligence or wilful misconduct, The Company’s total liability to The Customer shall not exceed the amount equivalent to one month’s fees, or 1/12th of all billable labour rates paid annually (excluding any costs of providing services), whichever is lower. The Company shall not be liable for indirect, consequential, or special damages, including but not limited to loss of profits, revenue, data, or business opportunities. The Company shall not be liable for delays or failure to perform due to force majeure events, including but not limited to natural disasters, strikes, pandemics, cyberattacks, supply chain disruptions, or governmental actions beyond its reasonable control.
20. Ownership and Intellectual Property Rights
    All intellectual property in Works created by The Company remains the sole and exclusive property of The Company. The Customer is granted a revocable, non-transferable, non-exclusive license to use these Works during the term of the contract, subject to compliance with these terms, including timely payment.
21. Suspension
    Failure to settle invoices within three (3) months will result in suspension of The Company’s services provided to The Customer. Suspended accounts will retain stored data for up to three (3) months from the date of suspension. If full payment is not received within this period, data will be permanently deleted in accordance with the Deletion policy. The Company is not responsible for providing notice before data deletion and will not retain any backups after deletion.
22. Inactive
    If The Customer’s services remain unpaid for at least three (3) months or if no payments have been made within a three (3) month period, they will be marked as Inactive. Inactive accounts will have their data retained for a maximum of three (3) months from the date of inactivity. If the account remains inactive beyond this period, data will be deleted in accordance with the Deletion policy. The Company is not responsible for providing notice before data deletion and will not retain any backups after deletion.
23. Termination
    Upon termination, The Customer must immediately discontinue use of The Company’s services and Works. All data stored by The Company on behalf of The Customer will be permanently deleted within three (3) months from the termination date, unless an extension has been formally agreed upon in writing before termination. The Company is not responsible for providing notice before data deletion and will not retain any backups after deletion.
24. Deletion
    If The Customer’s services have been terminated, cancelled, or inactive for at least three (3) months, any data stored by The Company on behalf of The Customer will be permanently deleted within three (3) months from the date of termination, cancellation, or inactivity. The Company is not responsible for providing notice before data deletion and will not retain any backups after deletion.
25. Data
    The Customer is solely responsible for creating and maintaining backups of their data prior to suspension, inactivity, or termination. The Company accepts no liability for lost data, whether due to account suspension, termination, service disruption, or any other reason. The Company does not provide backup or recovery services unless explicitly agreed upon in writing as part of a separate paid service.
26. Dispute Resolution
    Any dispute arising out of or related to this agreement shall first be attempted to be resolved through amicable negotiation. Failing that, the parties agree to resolve the dispute through arbitration in England and Wales.
27. Force Majeure
    Neither party shall be held liable for failure to perform its obligations under this agreement if such failure is due to events beyond its reasonable control, including but not limited to natural disasters, strikes, or pandemics.
28. Data Protection
    Both parties agree to comply with all applicable provisions of the Data Protection Act 2018 and the GDPR. The Customer consents to The Company’s use of data as outlined in The Company’s Privacy Policy. This applies only between the data used by The Company regarding The Customer and not applicable to any service being delivered by The Company on behalf of The Customer. The Customer must ensure that all applicable Data Protection provisions are complied with in regards to The Company’s work.
29. Warranties and Representations
    Services are provided “as is,” without any warranties of any kind, either express or implied, including but not limited to warranties of quality, fitness for a particular purpose, or non-infringement.
30. Amendment Clause
    Amendments to this agreement must be in writing and signed by both parties to be effective.
31. Confidentiality
    Both parties agree to maintain the confidentiality of all information obtained during the execution of this agreement.
32. Indemnification
    The Customer agrees to indemnify and hold harmless The Company from any claims, damages, or losses resulting from The Customer’s violation of this agreement or applicable law.
33. Severability
    If any provision of this agreement is found to be unenforceable, it will be amended to the minimum extent necessary to make it enforceable and the remainder of the provisions will remain in full force and effect.
34. Waiver
    The failure by either party to enforce any provision of this agreement will not constitute a waiver of future enforcement of that or any other provision.
35. Right to Refuse
    The Company reserves the right to refuse or discontinue service for reasons including, but not limited to, non-compliance with these terms, late payments, or conduct deemed disruptive, abusive, or unlawful. The Company reserves the right to terminate services immediately in cases of harassment, abuse, or illegal activity by The Customer. The Company may provide written notice to The Customer outlining the reasons for the refusal of service, but is not obligated to do so. The Company is under no obligation to provide services during the period of refusal, and The Customer shall not be entitled to any form of compensation or refund during this period.
36. Legal Jurisdiction
    This agreement shall be governed by and construed in accordance with the laws of England and Wales.