Please read the following terms and conditions. They provide clarification for us both regarding our responsibilities during this contract, and can be referred to in the unlikely event of a dispute.
When you hire Blue Sauce Media to work for you, these are the terms and conditions that apply.
In the following clauses, “You” refers to you, the person agreeing to the terms and conditions and the company you represent. The terms “We” and “Us” refer to Blue Sauce Media
Creative Design and Print
1.1 Agreement to abide by these terms and conditions.
These terms and conditions form the basis for the agreement between you and Blue Sauce Media. By entering into a contract with Blue Sauce Media, you agree to abide by these
terms and conditions and acknowledge that they have precedence over any other terms and conditions, as well as any standard practices or procedures within your organisation that may differ from those defined here.
1.2 Confirming our contract.
When you agree in writing (including by electronic means) that you wish us to proceed with work for you, you are agreeing to engage our services in return for the fee, which we have previously quoted to you or to which you have agreed by other means.
When you form a contract with Blue Sauce Media on behalf of any group of people or a company, you are confirming that you are authorised to do so on behalf of those individuals or that organisation.
1.3 Contracting with your agency (where applicable).
If you are a marketing, web development or advertising agency, the contract exists between you and Steph Blue Sauce Media only, and not between us and your client(s).
1.4 Contracting directly with your clients.
If you are a marketing, web development or advertising agency and you wish us to form a contract directly with one of your clients then, subject to agreement, a contract with exist between Blue Sauce Media and your client company. At the same time you acknowledge that we are free to develop a working relationship with that client without having to refer to you, and without any compensation, commission fees or any other payment being due.
1.5 The work covered by our agreed fee.
Blue Sauce Media always aims to work for the agreed fee and to make you, our client, entirely happy with the work we produce for you. In practice this means we support our clients
on projects until they are completely satisfied. However, in order to prevent unreasonable abuse, under these terms and conditions, the service of which you are contractually assured is as follows: preparation of a first draft referred to as ‘Revision A’; submission of that first draft; incorporating your feedback into a second draft if required referred to as ‘Revision B’; submitting a second draft, incorporating your feedback into a third and final draft if required referred to as ‘Revision C’.
Should further drafts be required, or any author’s changes to copy or content occur, we reserve the right to add further fees set at our standard hourly studio rate.
1.6 Termination of contract.
Should you decide to cancel the project for any reason, no reduction in fee will be due to you and we reserve the right to invoice for the full project fee. We may however invoice only for a proportion of it, depending on how much work and time we have invested up to that point.
1.7 No right to refuse payment on the basis of style.
You agree that you have no right to refuse payment based on rejection of our work on the basis of style, composition, editing, or interpretation of your requirements.
1.8 Invoicing during project.
Normally we invoice only after projects are completed or at pre-arranged milestones. However in the case of slow-moving projects we reserve the right to invoice at earlier times. Should we not receive your feedback within 30 days of the first draft submission, we may invoice up to 50% of the project fee. Should we not receive feedback on the first or second draft within 60 days of the first draft submission, we may invoice for the full project fee. We will remain committed to the project, so long as you maintain contact with us (see clause 9)
1.9 Communication during project.
Should you for any reason cease to maintain communication with us regarding a contracted project, we reserve the right to issue an invoice for the full project fee. Under these terms, ceasing to maintain communication is defined as a period of at least 21 days during which we do not receive communication from you, despite us sending at least three emails to an address via which we have previously communicated. Should such a situation occur, we will also make every effort to contact you by other means, such as by telephone. However, by agreeing to these terms you acknowledge that it is your obligation to maintain contact with us during the project.
1.10 Terms of payment.
Our standard terms are that we will invoice on or after the date on which we deliver the project, or at pre-arranged milestones, and that payment for each invoice will be due 30 days after it is issued, unless we have agreed otherwise in writing.
We may, at our discretion, ask you to pay some or all of the project fee in advance. Situations under which this may occur are if, for example, you are not a UK Limited Company. Should this be the case, any balance of fee will invoiced in the usual way and payment will be due in 30 days.
You agree to make payment by BACS, bank transfer or cheque to the account detailed on our invoice. Should you require any further information, you must request this in good time to allow payment by the due date.
The existence of any other practices within your organisation (such as an ‘end of following month payment procedure’) will not alter your obligation to make payment on the due date shown on our invoice.
1.11 Late payment.
Blue Sauce Media supports the UK Government’s Better Payment Practice Code and believes all businesses should settle their debts on time and in full, and not bankroll their businesses with funds rightfully due to others. Where payment is not received within five working days of the due date on our invoice, we reserve the right to charge interest and claim compensation for late payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and European Directive 2011/7/EU.
1.12 Jurisdiction.
Any disputes arising from this contract are to be heard in the Courts of England and Wales.
1.13 Delivery dates.
Customer service is a priority for Blue Sauce Media and we do everything possible to ensure agreed milestones and deadlines are met. However, rare circumstances may arise in which it is not possible to deliver work on time. Should this occur, we always seek to notify you and reach agreement beforehand. Nevertheless, under these terms and conditions we reserve the right to put back any delivery date by 48 hours, so long as we notify you at least 24 hours in advance of the original deadline.
1.14 Data security.
If our contract involves the passing of data, information or other material from your organisation or your client to us, we will willingly enter into a non-disclosure agreement (NDA) and take all reasonable steps to secure that data, information or material. However, you agree to indemnify us against any action by you or your client should theft, accidental disclosure or loss of this information or property occur.
1.15 Intellectual property of sample material.
As part of the project brief, you may ask us to view existing work which you have created, or which another party has created for you. In this case, you affirm that you are the copyright holder, or that the copyright holder has authorised you to allow this work to form part of a new copyright work.
You also agree to indemnify us against any claims that the new work we create for you breaches any existing copyright.
You acknowledge that any new work we produce for you may contain elements of, or similarities to, the work you supplied to us but that nevertheless it will be considered an original work under the terms of the contract.
1.16 Intellectual property of new material.
UK copyright law automatically deems Blue Sauce Media the author and therefore the copyright owner of any newly created work. Unless explicitly agreed otherwise by a separate contract, Steph Blue Sauce Media will not claim royalties or licensing fees for any of the work we produce for you, so long as the work is used for the purpose for which it was created. Once a finalised piece of work is delivered to you and the invoice has been settled in full,
you will obtain full ownership and usage rights of the work for the purposes agreed in the contract.
1.17 Errors in work.
Although we make every effort to ensure our work is error free, the responsibility for making final checks resides with you the client. Therefore you indemnify Steph Blue Sauce Media against any action arising as a result of errors appearing in published work, regardless of how and when those errors found their way into the work.
1.18 Collaboration with other professionals.
Blue Sauce Media may from time to time engage the services of other competent professionals in the delivery of part or all of the work for your project. Naturally, we take steps to ensure
the work produced by these professionals is of the same high standard you can always expect from us.
1.19 Fair use.
Unless agreed otherwise, we reserve the right to: refer to you as a client online or in print; show examples of the work we have produced for you online or in print; include an appropriate credit for Blue Sauce Media in publications produced on your behalf.
1.20 Colour disclaimer.
During design and print projects, the proofs we supply, either in hard copy or digital form, may not give an exact indication of final colour balance.
1.21 Please note that Blue Sauce Media reserves the right to change the terms and conditions without notice.
WEB
Project Scope and Deivery
2.1 During the project briefing, it is client’s responsibility to provide us with clear guidelines along with the flow or specific details you may require. When such details are not provided, we will proceed with our understanding of your requirements and quote accordingly. At
a later stage, if a discrepancy arises, it may lead to additional costs to accommodate the changes. Thus, it is essential that you clarify every aspect of your website development and ensure that you have been quoted on the right requirements.
2.2 Once proposal has been finalised, any additions, changes or enhancements in the functionality or design of the project will affect the proposal and may incur additional cost and a revised delivery date. All additional work, over and above the estimates is charged separately. Under no circumstances will Blue Sauce Media be liable for any delays caused by change in the project brief.
2.3 Any complexity related to specific deliverable, must be advised in advance and included in the proposal for costing purposes. We operate in good faith and rely on our clients to disclose the full picture of their expectations. Any discrepancy arising due to unclear requirements or expectations will not be borne by Blue Sauce Media .
2.4 Website content and all related materials need to be provided to us within the first two weeks of starting the project. Any delays thereafter may delay the project and may incur additional charges if it goes beyond reasonable timeframe.
2.5 The client must recognize that at times there may be unforeseen circumstances that will delay the development process, particularly with reference to the integration of third party software. We will try our best to complete the project as agreed in the proposal. As long as it is within a reasonable period, the client agrees not to penalize us for any genuine delay, when every effort to keep the project on the proposed schedule is taken.
2.6 Blue Sauce Media takes no responsibility of any of the third party products, software or components used in the website development such as payment gateway, SSL certificates etc. We suggest you to take regular back-ups to avoid any disruptions.
2.7 Blue Sauce Media takes no responsibility of any open source products such as WordPress, Open Source carts, Joomla etc. It is clients responsibility to update all components and third party softwares.
2.8 Domain registration charges are not included as a part of the proposal unless mentioned otherwise.
2.9 Hosting charges are not included in the quotations unless mentioned otherwise. Blue
Sauce Media can organise an appropriate hosting solution if required, a quote for which will be submitted separately and approved by the client.
2.10 Where clients decide to organise their own hosting, we should be consulted before finalising the type of hosting and database, as it should meet the requirements of the technology used for the development. Please note that we’ll require full access with hosting support for testing and deploying the application. Blue Sauce Media will not be liable for any delays or errors caused by direct or indirect actions of the hosting company.
2.11 Blue Sauce Media cannot give access to their test servers and test websites to the clients or any third party.
2.12 Technology support of additional 5 working hours is given to all medium and large size projects, for any basic modification or changes, which may be utilised for up to a period of one month after the delivery. Please note that these support hours are not applicable if the design or coding or any other aspect of the website has been altered by anyone other than the Blue Sauce Media team.
Hosting
2.13 Hosting is an annual charge which must be paid in advance for the whole year. All hosting packages are for a 12 month period.
2.14 Hosting packages are billed annually, however are paid monthly on the 1st working day of every month.
2.15 It is the client’s responsibility to renew the hosting in time ie. before the expiry date. Failure to renew in time can lead to loss of files, data, emails, backups etc. All unpaid hostings are disabled or deleted from the server.
2.16 All renewals must be paid by seven working days prior to the expiry date. Blue Sauce Media will not be responsible for issues relating to delayed payment.
2.17 Hosting are on shared and non-shared servers hosted via third party providers. Blue Sauce Media ensures best to our ability that our systems and servers are protected from hackers, viruses, intruders and other online and offline problems, however we will not be held liable for any disruption of services if such situation arises.
2.18 Unless covered by adequate monthly support package, the Client is solely responsible for the content stored on and served by the hosting service purchased and the activity of any scripts or email services created under the hosting service. The Customer must maintain the security of all account passwords and applications or scripts and ensure all scripts under the hosting service are free from malicious content that may harm any part of the Server, other client accounts hosted, or the external systems of visitors viewing the hosted content.
2.19 Incase of a malware attack, Blue Sauce Media reserves the right to delete files on the hosting service without giving any prior notice.
Cancellation/Termination:
2.20 Hosting Cancellation requests must be sent in writing or by email one month prior to the expiry of the same. Once the hosting has been renewed, it cannot be cancelled and must be paid for the full year.
2.21 If the hosting is not paid and renewed before the expiry date. We reserve the right to disable the hosting and all associated services including emails and dns records. Additional charges will be applicable to re-enable the hosting. Blue Sauce Media will not be responsible for any loss of data, files, emails, backups, restoration costs etc.
2.22 If a hosting has been cancelled / disabled then all files, emails, databases and backups will be deleted from the server without any notification to the client.
Emails:
2.23 All emails are to be downloaded on the client’s computer periodically. Email boxes must be kept within their quota limits. Periodical maintenance may be carried out on the email box and emails older than 6 months are deleted.
2.24 Client’s must not use the email hosting for inappropriate content and other undesired emails which can result in spamming or infecting the server. Under such circumstances, immediate action will be taken and the required files and data will be deleted without any prior notice.
2.25 Blue Sauce Media offer packages in co-ordination with third party providers. Changes to the third party provider’s rules and policies may ultimately effect the services we provide or the terms and conditions herein.
2.26 Hosting are on shared and non-shared servers hosted via third party providers. Blue Sauce Media ensures best to our ability that our systems and servers are protected from hackers, viruses, intruders and other online and offline problems, however we will not be held liable for any disruption of services if such situation arises.
Domains
2.27 All domain registrations and renewals are to be paid in advance. Expiration of a domain can result in service disruption and loss of domain.
2.28 Blue Sauce Media will not be responsible if a domain expires due to non-payment / late payment of the charges. All payments must be made by seven working days before the expiry date.
2.29 It is client’s responsibility to renew their domain names with us.
2.30 Blue Sauce Media has the domains in a common pool account and therefore cannot give access to its domain control panel.
2.31 Blue Sauce Media offer packages in co-ordination with third party providers. Changes to the third party provider’s rules and policies may ultimately effect the services we provide or the terms and conditions herein.
Annual Support Terms:
2.32 All maintenance packages are for a minimum of 12 months period
2.33 Support packages are billed annually, however are paid monthly on the 1st working day of every month.
2.34 Packages are designed to serve minor website maintenance tasks only. Larger projects or updates are not included in the package.
2.35 Package includes one hour of support per month charged at our standard studio rate of £XXXXXX per hour. Unused man-hours may not be rolled over to the next month. This support time will be used once every month to update the WordPress database and Plugins and complete a full back up of data.
2.36 Additonal support hours can be agred and purchased and will be charged accordingly for a 12 month period.
2.37 Blue Sauce Media employs fair use policy, which means that although we don’t formally transfer over any unused time to the next month or formally accumulate unused man-hours, we do understand that your needs may change from month to month, and we allow flexibility in good faith sometimes.
2.38 Requests for development or site updates incurring studio hours that exceed the monthly support agreement will be quoted as separate projects and completed in accordnace with our project terms and conditions.
Support requests need to be sent via email to support@BlueSauce.Media
2.39 The package is auto renewed every year on its anniversary date.
Terms of payment.
2.40 Our standard terms are that we will invoice on or after the date on which we deliver the project, or at pre-arranged milestones, and that payment for each invoice will be due 30 days after it is issued, unless we have agreed otherwise in writing.
We may, at our discretion, ask you to pay some or all of the project fee in advance. Situations under which this may occur are if, for example, you are not a UK Limited Company. Should this be the case, any balance of fee will invoiced in the usual way and payment will be due in 30 days.
You agree to make payment by BACS, bank transfer or cheque to the account detailed on our invoice. Should you require any further information, you must request this in good time to allow payment by the due date.
The existence of any other practices within your organisation (such as an ‘end of following month payment procedure’) will not alter your obligation to make payment on the due date shown on our invoice.
2.41 Late payment.
Blue Sauce Media supports the UK Government’s Better Payment Practice Code and believes all businesses should settle their debts on time and in full, and not bankroll their businesses with funds rightfully due to others. Where payment is not received within five working days of the due date on our invoice, we reserve the right to charge interest and claim compensation for late payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and European Directive 2011/7/EU.
2.42 More than three missed payments in a year may attract termination of the package and the client will need to pay immediately the entire remaining amount on the package.
2.43 There are absolutely no refunds for any fees related to the monthly maintenance package. Termination:
2.44 In case Client need to cancel the auto annual renewal, please inform us in writing at least one month prior to the renewal date.
2.45 Ongoing term: For any reason if the Client decides to terminate an on-going maintenance package then they will need to pay the balance amount of the remaining months.
2.46 Blue Sauce Media reserves the right to terminate annual maintenance at anytime with written notice to the Client.
2.47 Please note that Blue Sauce Media reserves the right to change the terms and conditions without notice.