Terms and Conditions | SAUCE HEALTH

TERMS & CONDITIONS

In the absence of a signed MSA, these terms and conditions shall apply to all work (both now and in the future) undertaken by Sauce Health Ltd to perform the Project, Campaign, or Scope of Work.

Acceptance of quotation/estimate and initial payment will be taken as acceptance of the following terms and conditions. Please ensure you have read and fully understand what is written below. Please contact us if anything is not clear to you.

All costs provided exclude VAT where applicable and are valid for thirty days from the date of the quotation/estimate.
The costs provided when quoting are guide prices based upon what we anticipate the creative, time and production requirements to be based on previous experience and on typical processes, plus client co-operation in provision of content, meeting deadlines and approval. Within reason, additional charges may be payable if there are significant variations to this, although the client would be made aware of this well in advance. Charges are unlikely to deviate significantly from those quoted unless requirements change, however please allow a 10% contingency on price when considering your budget to allow for potential unanticipated requirements, additional development or ‘scope creep’. Please also note that late payment of invoices may result in additional charges being incurred.
No creative or development work will commence until the agency has received written approval of the quotation/estimate (by email) and a minimum initial payment of 50% of the quotation/estimate (unless otherwise agreed in writing). This ensures that the agency is fully equipped to provide the very highest levels of service and expertise, from project inception through to completion.
Unless otherwise agreed in writing, the balance of payment will be due in full on project completion, failure to make final payment at this point may result in delays in project delivery. All invoices must be settled in full prior to go live or final supply of assets and materials. Late payments may result in additional charges being made.
If a quotation/estimate has been provided where a job will be approached in ‘phases’, each stage will need to be paid in full on completion of each stage, before the agency is able to progress to the next phase.
If any project exceeds the estimated timeline agreed or extends beyond twelve weeks from approval of quotation/estimate (whichever occurs first), the agency reserves the right to invoice 25% of any outstanding balance, with the remaining 25% payable on completion. We reserve the right to invoice for completed work irrespective of content or final approval being provided by the client.
Any printing, fulfilment, mailing or third-party services that are provided by the agency will require a minimum up-front payment of 75% (possibly higher in relation to value) of the agreed cost (this figure will be at the discretion of the agency and may in some cases be as much as 100%). Please note that the agency will be unable to proceed to this stage without receipt of proof of this payment.
Unless otherwise stated above or previously agreed in writing, all invoices are due within seven days of any invoice date. Please note points number 3, 4, 5 and 7 above and how this could have an impact on time scales.
Unless otherwise agreed in writing, work will usually commence within ten working days of deposit receipt. Any anticipated completion date provided by the agency is subject to options chosen and client co-operation in provision of information, resource (logos, images etc) and approval. The agency will do its very best to ensure that agreed timelines are adhered to, but please be aware that circumstances, amends requested, or additional requirements may potentially result in delays. Timelines provided are estimated but the agency will not be held liable if the project over-runs due to delays caused by the client passing information or approval, or any third-party issues or force majeure (acts of God).
Fees provided allow for presentation of a minimum of two creative options per brief for the client to choose from, and a maximum or four creative options. Any other quantity must be agreed in writing prior to the briefing. In the unlikely event that the client is not satisfied with the first round of presented work, the agency will develop a further round of additional creative development and presentation. If after this third round there is still no agreement on direction, the agency reserves the right to potentially end any agreement with the client with no refund of payments made previously.
Costs provided allow for a maximum of two sets of client amends, at copy stage, creative stage, and artwork stage, after which time additional charges may become payable, although the client would be made aware of this in advance.
At the end of each stage of the process (including – but not limited to – before sending an item to print or publishing a website etc) the client will need to ‘sign-off’ their approval either in person or by email. No further development can be undertaken until the agency is in receipt of written approval confirmation. Any amends to work after signed approved may incur additional charges for further time spent, although the client would be made aware of this in advance.
Fees provided allow for occasional meetings at key stages for a ‘reasonable’ length of time between the agency and client. Some meetings may incur additional charges for time spent, although the client would be made aware of this in advance.
Unless otherwise agreed in writing, projects are subject to a ‘standard disbursement charge’ to cover anticipated costs for in-house colour printing, travel, postage etc.
Unless otherwise agreed in writing, our fees exclude: VAT where applicable; stock library images, photography or video outside of our in-house resources; bespoke illustration; copywriting; subscription services (E.g. specific Pantone or typeface subscription services) website hosting or backups; translation services; travel and accommodation outside of London; talent (models and actors etc.); any third-party media, production, distribution, couriers, proofs, mock-ups, proof reading or printing that may be required; other third-party costs incurred (such as merchant bank and payment gateway charges) etc.
Although clients are not contract-bound to use the agency preferred suppliers for print, it is highly recommended for quality control and peace of mind. If a client prefers to use their own print supplier, the agency will simply provide artwork directly to the client to manage and forward, and will be unable to monitor, advise or take any responsibility for the process or final output.
In addition to print suppliers, the agency works closely with other third-party partners and suppliers, including sign manufacturers and installers, photographers, illustrators, film makers, interior designers, external website developers and coders, and other relevant partners to provide an extensive high-quality service offering beyond immediate in-house capabilities.
In relation to photography & videography we require a 50% deposit to confirm booking. The remaining amount is due within 7 days of the shoot. Depending on the size of the shoot, costs must be received in the bank before commencement of confirmed bookings for locations, props, equipment etc. or any services that require pre-payment. Confirmed dates which are re-scheduled/cancelled, must be done so with as much notice as possible and cancellations & Re-Scheduling charges are worked out as a percentage of deposit paid on a scale that gets higher the closer to the date. Photography & videography will be supplied with specific USAGE terms on behalf of the agency, photographer, model, and/or production company. USAGE may be specific to channel, time-period, audience, geographical territory, and category. Any changes or additions to USAGE outside of these terms will need to be agreed in writing.
With specific relation to website design & development services. All development work will undergo both browser and device testing (desktop/mobile) as well as quality assurance before publishing live. Errors: Despite testing due to the creative nature of our work, Sauce Health Ltd cannot guarantee that it will be error-free, therefore in the unlikely event there is an error with said work, Sauce Health Ltd will not be held liable for any third-party damages, including loss of earnings, or other incidental, consequential or special damages.
Until payment is received in full, all designs, artwork and rights to design and artwork (whether in digital or printed format) remain the intellectual property of Sauce Health Ltd. Full copyright and ownership of all ‘commissioned’ work will reside with Sauce Health Ltd until full payment has been received, at which point the agency will surrender to the client, all claims of ownership and full copyright for final work produced (not including alternative designs, concepts, options, files, images or documents developed throughout the process). This agreement is subject to appropriate credit and acknowledgment appearing wherever possible and the agency’s right to use the work for self-promotion in its portfolio, in presentations, in advertising, in print and online.
Sauce Health Ltd will never knowingly infringe any copyright or trademark and will deliver, to the best of knowledge, creative solutions that are original and unique to the agency. Unless otherwise agreed in writing, it is the responsibility of the client to ensure that no copyright or trademark has been infringed and to make their own application for copyright or trademark with the ‘UK Intellectual Property Office’ if required.
If requested, the agency will (at its discretion) provide the client with end-artwork in its final form (e.g. print-ready PDF; DVD master; outlined EPS file etc) for an agreed fee. However, the agency does not by default provide clients with original artwork or HTML code (for example an InDesign file, layered Photoshop file or HTML source file) or any ‘working’ or ‘development’ files, rejected concepts and designs, images or documents generated throughout the project. Ownership and copyright of all unused or rejected files, documents and designs will reside with Sauce Health Ltd for non-exclusive future use.
The agency will not at any time or in any manner, either directly or indirectly, use for our personal benefit or divulge, disclose, or communicate in any manner any information that is proprietary to the client. We will act reasonably to protect such information and treat it as strictly confidential.
The client agrees to indemnify Sauce Health Ltd and keep the agency indemnified and hold the agency harmless from and against any claims, actions, proceedings, losses, liabilities, damages, costs, or expenses suffered or incurred in relation to work or services provided. The agency is not liable for any loss that may occur before, during or after the development of projects undertaken. The agency will not be held responsible for any delays, errors or losses arising from any third party.
The client agrees to alert the agency in writing to any defects or problems in relation to work and services provided, within 30 days of the final invoice date. The agency will not be liable for any claims made after this period.
For all web related projects, unless specifically stated, the client will retain 100% ownership of the web page design only (ownership is not applicable to proprietary software and programs or source code, such as databases, e-commerce and/or content management systems, web application source code or flash files/animations).
The agency offers a 3rd party web hosting service (billed annually on the anniversary of any website going live) to host the websites we have built for our clients. This is recommended in order to ensure ongoing quality of service and is a mandatory requirement for websites incorporating a content management system (CMS) or e-commerce system. Although the standard of our hosting packages are high, the agency is unable to guarantee 100% up-time (as no web host would) nor accept any responsibility for any error, omission or misrepresentation in relation to the websites hosted or for any loss, damage, cost or expense (whether direct, indirect, consequential or otherwise) suffered by any user of the websites hosted. The agency makes no warranties or representations of any kind that hosting will be uninterrupted, error-free or that the website or the server that hosts the website are free from viruses or other forms of harmful computer code. In no event shall the agency, its employees or agents be liable for any direct, indirect or consequential damages resulting from the hosting of websites on our servers. Separate terms and conditions apply for website hosting and these can be provided upon request.
Appropriate credit and acknowledgment for work produced by the agency should be attributed to Sauce Health Ltd where possible (for instance written in small text on the back of a printed item or at the bottom of a website) and may be referenced for the agency’s promotional purposes unless otherwise (in exceptional circumstances) prearranged with the client.
These terms and conditions of business supersede any previous versions and apply to all present and future projects unless otherwise agreed in writing. Sauce Health Ltd reserves the right to change or modify these terms at any stage with immediate effect. By agreeing to these terms, your statutory rights are not affected.
Non-Solicitation. During the term of the working relationship, and for a period of two years thereafter, the client agrees that they will not directly or indirectly, by themselves or through an affiliate, solicit or accept services from an employee or supplier of Sauce Health Ltd through a direct relationship. The client agrees to not hire Sauce Health Ltd employees directly or induce any such person to adversely modify or terminate their respective relationships with Sauce Health Ltd or to take action that would be disadvantageous to the agency until after this time period has elapsed. Any exceptions would require written confirmation from a founding partner and Sauce Health Ltd will only enforce as far as necessary to protect its business.
This Agreement shall be governed by and construed in accordance with English law. Any claim, dispute or difference which may arise out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the English Courts, except in respect of the enforcement of any judgment, where this jurisdiction shall be non-exclusive.
The Client agrees to provide written feedback at the end of the project for Sauce Health Ltd to use as it wishes. Any public marketing in relation to the project or relationship between the Client and Sauce Health Ltd will be mutually agreed beforehand and will be nothing other than positive in the public domain.
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