Terms

Effective as of 20th October 2023
Last updated on 20th October 2023

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”). Any deviations from these terms must be agreed upon in a formal written contract.

These terms apply to all contracts, services and products commencing as of 20th October 2023. For terms applied on all contracts, services and products commencing prior to 20th October 2023 please see here.

1. Hourly Rate
   The Company operates a standard hourly rate of £85.00 GBP (as of 20th October 2023).
2. Annual Increases
   The Company has an established annual increase to the standard 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 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.
3. 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.
4. Contract and Billing Period
   Billing periods are standardised to run from the 15th to the 14th of each subsequent month.
5. Access
   The Customer shall furnish The Company with all requisite information, permissions, and access to facilitate the timely and efficient execution of services.
6. Upfront Payment
   Three (3) months upfront payment will be required for all ongoing services and products. Any services and products provided on an ad-hoc, one-off, or annual basis payment will be required upfront in full.
7. 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.
8. 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.
9. 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.
10. Out-of-Scope Services
    Services that fall outside the boundaries of any agreed verbal or written contract will not be provided.
11. 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.
12. Notice from The Customer
    Written notice shall be submitted from The Customer to The Company via email to [email protected]. 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.
13. 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.
14. 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 until all overdue amounts, including late fees and interest, are paid in full.
15. 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.
16. 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 or business revenue.
17. 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.
18. Suspension
    Failure to settle invoices within three (3) months will result in suspension of The Company’s services provided to The Customer.
19. 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.
20. 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.
21. 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.
22. Termination Consequences
    Upon termination, The Customer shall immediately cease all use of The Company’s services and Works. Any data stored by The Company on behalf of The Customer will be deleted within three (3) months, unless otherwise agreed.
23. 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.
24. Amendment Clause
    Amendments to this agreement must be in writing and signed by both parties to be effective.
25. Confidentiality
    Both parties agree to maintain the confidentiality of all information obtained during the execution of this agreement.
26. 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.
27. 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.
28. 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.
29. Right to Refuse Service
    The Company reserves the right to refuse service to The Customer for reasons including but not limited to non-compliance with these terms and conditions, failure to make timely payments, or other actions deemed by The Company to be disruptive, abusive, or in violation of applicable laws or regulations. The Company shall provide written notice to The Customer outlining the reasons for the refusal of service. 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.
30. Legal Jurisdiction
    This agreement shall be governed by and construed in accordance with the laws of England and Wales.