Terms of Service

It is important in any business relationship to understand how each party approves projects, processes payments, and communicates. Sauce Agency has established certain guidelines to ensure accuracy and ease throughout our relationship. This Master Service Agreement (this “Agreement”) is made between Sauce Agency (“us” or “we”) and “you” or “the client”, and is meant to clarify the understanding of the relationship between you and us.

These terms will serve to guide all work requests made by you of Sauce Agency. These terms may be updated periodically. In the event they are updated, you will be notified of this update.

In consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

COMMUNICATION

Transparency and clear communication are essential to the experience we aim to provide each and every Sauce client. To ensure we’re able to do this effectively and efficiently, we offer the following opportunities for insight into progress and communication:

Meetings: During the strategy and Initial Development Phases of our engagement, we will have meetings at predetermined milestones.During the Ongoing Implementation Phase of our engagement, we will have a regularly scheduled weekly or bi-weekly meeting. In addition to these meetings, you are also welcome to grab a time with your Growth Strategist or Client Success Manager should the need arise.

Dedicated Slack Channel: Slack is our primary form of written communication and this option serves as an excellent opportunity to streamline communication, reduce response time and accelerate timelines.If you are already a Slack user, we can create a shared channel between you, your team, and Team Sauce. If you are not already a slack user, we can simply invite you as a guest to our workspace.

E-mail: We understand email is the preferred method of communication for some of our clients. With that in mind, it’s important to us that you are aware that our response time via email is 24-48 business hours. All urgent requests should be made via slack or initiated by a phone call, which will be followed up with a written recap.

Text Messaging: We do not use text messaging as an option for official communication.

REQUESTS & TURNAROUND

We will always do our best to fulfill requests as quickly as possible. A specific turnaround will be assigned to all new requests at the time the request is made. Each time you make a new request, the deposit, subsequent payments, points, deadlines, and turnaround time must be negotiated at the time the request is made and will be documented separately from this master service agreement.

Should an urgent need arise, which requires a turnaround that is quicker than that which is quoted at the time a request is made, we are happy to accommodate these needs when possible; however, in most cases, accommodating these urgent needs may require us to rearrange our production schedule, work over the weekend, work after hours and/or hire temporary staff. For these reasons, a rush charge will apply and shall be quoted at the time the rush request is made. Determination of the rush fee will be in good faith and based on the scope of the request.

PAYMENT TERMS

We prefer payments be made via ACH Transfer, Credit Card or Debit Card. We also accept checks; however, if a payment is made by check and isn’t received by the due date, even if you’ve mailed it to us and can prove such, it will be considered late. All recurring payments will be set to automatically recur monthly on the day your agreement is finalized. Should your chosen payment method decline this charge, we will notify you. Our policy on balances that remain open past the auto-recurring due date is Net 10.

In the event your account has a past due balance, we reserve the right to stop work until the outstanding balance is paid in full. You understand a late fee of 1% per day for each day your balance is past due will be added to the outstanding balance total and, that we are not responsible for missed deadlines if work is stopped due to non-payment of invoices. In such a case, we shall give written notice that work is stopped due to non-payment.

You will supply us with all necessary purchase order numbers and other internal information required for invoice processing before the close of the month of work (if applicable). If no such documentation is supplied, we will assume it is not necessary and consider this signed agreement all the documentation necessary to ensure our invoices are able to be processed by your billing department.

CHARGES FOR SERVICES PERFORMED

Our process includes milestones where your input and approval is required. You must approve each stage before we move forward to the next stage of work. Change requests made by the client after previous approval are not considered to be in the original scope and will incur additional charges. Requests above and beyond those listed in the scope of work in your agreement may also be considered out-of-scope and may incur additional charges.

RETAINER UTILIZATION

If your engagement with us is based on a monthly retainer fee, this retainer includes a set number of hours based on your monthly budget and our hourly rate at the time your agreement was finalized. Within the first 3 months of our work together, we will likely go over your hourly budget each month in order to ensure we are able to complete foundational deliverables quickly in support of driving results. At the end of your first quarter, we will automatically right-size the remainder of your retainer based on the overages incurred in the first three months of your retainer. Beginning at the end of month 4, in the event your requests exceed the number of hours included in your retainer for 2 months in a row, we will communicate this to you so that you can let us know how you would like to right size your retainer. You have 3 options for how to approach this:

Your monthly payment can remain the same but the number of hours available for our team to complete requests will be reduced to off-set the previously incurred overages from that point forward.
You can elect to pay for the overages outright to keep both your monthly payment and available hours the same going forward.

You can elect to increase your monthly payment amount to offset the overages over the remaining months on your retainer agreement while keeping your available hours the same going forward.
In the event of cancellation, any remaining, unpaid overages from the first 3-months and any from month 4 and beyond which have not been covered by the option you elected to use will need to be paid in full at the time of cancellation.

In the event your requests result in underuse of the hours in your retainer agreement for 2 months in a row, we will also seek to right size your retainer agreement by reducing the number of hours included as well as your monthly payment respective to the number of hours and our hourly rate at the time the reduction is needed. Unused hours do not roll-over to the next month unless specifically agreed upon in writing on a case-by-case basis.

MUTUAL COOPERATION

We agree to use our best efforts to fulfill and exceed your expectation on all deliverables. You agree to aid us in doing so by making available to us the needed information necessary for us to complete the scope of work. In the event, we are unable to move forward with a project or portion of a project because we have not received the necessary assets, content, or access from you, we will re-request the needed content or assets via e-mail on a weekly basis for a period of 2 weeks. We may also reach out via phone if needed.

In the rare event we reach the end of this 2-week period, do not receive the needed content or assets from you, and you do not communicate with us regarding when we can expect to receive them, we will consider the project On-hold. Projects that go into an on-hold status will need to be assigned a new completion date at the time the needed information or access is made available to us. Projects that remain on-hold 45 days or more will need to be re-onboarded. In this event, we reserve the right to charge a fee of $250 to cover the time to re-onboard the project.

INDEMNITY

Both parties shall indemnify, defend, protect, and hold the other harmless from and against any and all loss, cost, damage, expense, and liability, including without limitation court costs and reasonable attorneys’ fees incurred in connection with or arising from any cause in, on or about or relating to our services or this agreement, either during or after the expiration of this agreement. The provisions of this section shall survive the expiration or sooner termination of this agreement with respect to any claims or liability occurring prior to such expiration or termination.

THIRD-PARTY PHOTOGRAPHS & GRAPHICS

You understand that any graphic files which it is your responsibility to supply to us should be sent to us digitally in an editable, vector, format. You also understand that photographs must be in a high-resolution digital format when being used for print purposes.

OUR RESPONSIBILITY FOR RELEASES

We shall obtain releases, licenses, permits, or other authorization to use copyrighted materials, photographs, artwork, or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable). Should an image or graphic we source for you prove to require additional licensing or fees, we understand that we are responsible for these additional fees.

YOUR RESPONSIBILITY FOR RELEASES

You represent that all elements of text, testimonials, images, or other artwork you provide are either owned by you or that you have permission to use them. Should an image or graphic you supply to us prove to require additional licensing or fees, you understand that you are responsible for these additional fees. Copyright will be automatically assigned as follows:

You will own the visual elements that we create for you. We will give you source files and finished files. We are only obligated to keep a copy beyond 90 days after the end of this agreement. We will own the unique combination of these elements that constitutes a complete design and we will license that complete design to you in perpetuity. You agree that we may use any and all of the work resulting from this agreement to promote us and may post to our website, social media feeds, submit for awards, and share with clients and prospects as examples of work.

YOUR RESPONSIBILITY FOR ACCURACY

You shall be responsible for the accuracy, completeness, and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this agreement.

ERRORS

While we will always do our best to avoid them, as mere humans, we cannot guarantee that our work will be error-free. We will always work diligently and in good faith to avoid errors and quickly correct them at the time we are made aware of them. Time spent correcting errors made on our part will not be billed to you. You agree we cannot be held liable to you or any third-party for damages, including lost profits, lost savings, or other incidental, consequential, or special damages, as a result of errors with the exception of any damages arising due to our negligence, willful misconduct or fraudulent behavior.

CONFIDENTIALITY

We acknowledge our responsibility, both during and after the term of our appointment, to use good faith and commercially best efforts to preserve the confidentiality of any proprietary or confidential information or data developed by us on behalf of or for you or disclosed by you to us. In turn, you agree that you will use good faith efforts not to disclose any processes used or innovations implemented by us to any other parties without our consent.

You agree that while this agreement is active between us and you, and for a period of twelve months following the termination of this agreement that you will not hire or attempt to directly hire our employees. We agree that while this agreement is active between us and you, and for a period of twelve months following the termination of this agreement we will not hire or attempt to directly hire your employees.

Notwithstanding the foregoing, this hiring restriction shall not include a general solicitation that is not specifically directed at employees of either party.

TERM & CANCELLATION

The term of your agreement, unless otherwise specified on your contract is 12-months from the date it is signed and it will automatically renew in 12-month increments until you request cancellation in writing.

Either party has the right to cancel this agreement in its entirety by providing written notice to the other party based on the chart below. You understand that we will not release final deliverables until all balances are paid in full.

Length of Commitment Notice Required to Cancel
Project-Based Engagement 2-weeks
3-months 30-days
6-months 60-days
12-months or more 90-days

PAYMENT FOR NON-CANCELABLE MATERIALS

In the event you terminate this agreement, any non-cancelable materials we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography, and/or external services) that cannot be returned or reused, shall be paid for by you, in accordance with the provisions of this agreement. We will provide written proof that any such non-cancelable materials are non-cancelable or non-refundable and not able to be returned or reused and in the event you pay for such non-cancelable materials we shall promptly provide you with all such materials.

USE OF DIGITAL MATERIALS UNPAID FOR

If upon cancellation there exist any digital materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid all non-contested balances, you agree not to use any such materials, in whole or in part, or the product of such services.

COLLECTION COSTS

If either party institutes any action or proceeding in court to enforce or interpret any provision of this agreement, or any action for damages by reason of any alleged breach of any of the provisions hereof, then the prevailing party in any such action or proceeding shall be entitled to receive from the losing party such amount as the court may judge to be reasonable attorneys’ fees for the services rendered to the prevailing party, together with its other reasonable, actual and necessary litigation costs and expenses.

TRANSFER OF MATERIALS

Upon completion of this agreement, provided that there is no outstanding balance then owing by you to us, we shall promptly grant access, transfer, assign, and make available to you all property and materials in our possession or control belonging to you.

LEGAL COMPLIANCE

The parties hereto shall comply with the requirements of all public laws, ordinances, and regulations from time to time applicable to their respective obligations under this Agreement.

REPRESENTATIONS & WARRANTIES

The parties each individually represent that each has full power and authority to enter into this agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.

Furthermore, you confirm you have the authority to make decisions, request changes, and grant approvals on all projects, mockups, social accounts, and any other deliverables we are requested to produce for you.

FORCE MAJEURE

Neither party will be liable for any failure or delay in its performance hereof to the extent such failure or delay is due to an act of God, act of civil or military authority, fire, epidemic, flood, earthquake, riot, war, sabotage, labor dispute, or other causes beyond the reasonable control of such party.

ASSIGNMENT

Neither party may assign this agreement without the written consent of the other party, which shall not be unreasonably withheld, conditioned, or delayed; provided, however, either party may assign this agreement

(i) to a parent, to a wholly-owned subsidiary, or to a subsidiary of a parent or (ii) in connection with any merger, acquisition or reorganization.

ENTIRE AGREEMENT

Except as otherwise set forth or referred to in this agreement, this agreement constitutes the sole and entire agreement and understanding between the parties hereto as to the subject matter hereof and supersedes all prior discussions, agreements, and understandings of every kind and nature between them as to such subject matter.

SEVERABILITY

If any provision of this agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this agreement will remain in full force and effect.

COUNTERPARTS

This agreement may be executed in more than one counterpart, including by PDF or through authenticated electronic signature technology, each of which shall be deemed an original, and all of which counterparts taken together shall constitute one and the same agreement. The parties further consent and agree that the electronic signatures appearing on this agreement shall be treated, for purpose of validity, enforceability, and admissibility, the same as hand-written signatures.

WAIVER

The waiver by either party of any breach of any term, covenant, or condition contained in this agreement shall not be deemed to be a waiver of such term, covenant or condition or any subsequent breach thereof, or of any other term, covenant, or condition contained in this agreement. No term, covenant, or condition of this agreement shall be deemed to have been waived by either party unless such waiver is in writing and signed by the waiving party.

OFAC

Each party represents that neither it, nor its principals, officers, partners, and/or members: (i) are currently identified on the list maintained by the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”), generally known as the “OFAC List” (formerly known as the Specially Designated Nationals and Blocked Persons List); (ii) are currently identified on the lists maintained by the U.S. Department of Commerce (the “DOC List”) and/or the U.S. Bureau of Industry and Security (the “BIS List”); (iii) act for or on behalf of any person or persons listed on the OFAC List, the DOC List, the BIS List, and/or any other known list of denied persons, excluded persons, and excluded entities maintained by the federal agencies of the United States; and (iv) are persons or acts for or on behalf of any person or persons, with whom a citizen or business of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States of America.