By placing an order with Sharp Fusion, you confirm that you have read, understood and agree to be bound by the terms & conditions below.
“Client” means the company or individual requesting the services from Sharp Fusion.
“Sharp Fusion” means Sharp Fusion Studio Ltd (12112906) and any associated supplier
“Minimum Term” for all Ongoing Services means 6 months from the date of commencement of the relevant Ongoing Service.
1.1 Quotations will remain valid for the period of 14 days from the date of the quotation.
1.2 This contract is subject to these Terms and Conditions. Sharp Fusion reserve the right to vary the Terms and Conditions from time to time.
2.1 In relation to any ongoing service’s:-
2.1.1 Sharp Fusion is Entitled to increase its prices at least once in any 12 month period.
2.1.2 Sharp Fusion will notify the Client of any price increase in relation to clause 2.1.1 in writing at least 7 days before any increase is applied.
3 TERMS OF PAYMENT
3.1 In relation to any Ongoing Services for Website Design, SEO or PPC or any One Off Service provided by Sharp Fusion the Client will pay at the time of Order which will be followed up by an invoice, a non-refundable amount equal to 100% of the amount to be billed.
Thereafter the Client will be invoiced on a recurring basis in advance.
3.2 The Client will pay Sharp Fusion by one or more of the below, agreeing that the work will begin upon cleared funds being received:
3.3 Cheques made payable to Sharp Fusion Studio Ltd
3.4 An arranged standing order, or electronic transfer direct to Sharp Fusion’s bank account at Tide and details will be included in the invoice
3.5 Failure to make payment by the 14th day after Sharp Fusion issues a client with an Invoice may result in suspension and or disconnection of any Ongoing Services without any liability to Sharp Fusion.
4 WEBSITE DESIGN
4.1 Sharp Fusion shall provide Web Design Services. Sharp Fusion agrees to build and/or develop the relevant website in accordance with the specification. Sharp Fusion will supply 3 Design Templates where the client will be required to choose one as their preferred design. There will then be a further 3 corrections permitted of which will be agreed or requested by the client, any additional changes thereafter will attract a further charge. In the event of a dispute arising as to whether the Website satisfies the specification, Sharp Fusion’s decision shall be final and binding.
4.2 The website, graphics and any programming code remain the property of Sharp Fusion until all outstanding accounts are paid in full.
4.3 Sharp Fusion cannot take responsibility for any copyright infringements caused by materials submitted by the client. We reserve the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material.
4.4 Any additions to the brief will be carried out at the discretion of Sharp Fusion and where no charge is made by Sharp Fusion for such additions, Sharp Fusion accept no responsibility to ensure such additions are error free and reserve the right to charge an according to amount for any correction to these or further additions.
4.5 The client agrees to make available as soon as is reasonably possible to Sharp Fusion all materials required to complete the site to the agreed standard and within the set deadline.
4.6 Sharp Fusion will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.
5 SEARCH ENGINE OPTIMISATION
5.1 When detailed in the Order, Sharp Fusion shall provide SEO Services. Sharp Fusion will use its reasonable endeavors to improve the ranking of the Clients website in the search engines. However, Sharp Fusion does not in any way guarantee the results of such endeavors. For the avoidance of doubt, the client accepts that Sharp Fusion cannot guarantee any particular or specific position or ranking on any search engine or the increase of any business to the Client in respect of any services provided.
5.2 Sharp Fusion shall have no liability to the Client for any changes to the position of the Website in the Search Engines Results in response to a search.
5.3 SEO Services may not be suspended during the Contract term
6 PAY PER CLICK
6.1 When detailed on the Order, Sharp Fusion shall provide a PPC Management Service on Google.
6.2 Where applicable, The Client understands and accepts its responsibility to ensure all monies due and owed to Google are paid
directly to it, unless otherwise agreed in writing with Sharp Fusion.
6.3 Sharp Fusion does not in any way guarantee the results or effects of the PPC Management Service. For the avoidance of doubt, the client accepts that Sharp Fusion cannot guarantee any particular or specific position or rank on any search engine or the increase of any business to the Client in respect of any services provided.
7 WEB HOSTING
7.1 Where specified in the Order, Sharp Fusion shall provide Hosting Services.
7.2 The Client shall be solely responsible for the accuracy, legality, currency and compliance of the Website Information and User Generated Content and will be solely liable for false, misleading, inaccurate, or infringing information contained or referred to therein.
7.3 The Client acknowledges and accepts that Sharp Fusion may be required by law to monitor the Website Content and traffic, and if necessary give evidence of the same together with use of the logon ID to support or defend any dispute or actionable cause or matter which arises in relation to the same.
7.4 Sharp Fusion does not warrant that the Hosting Service or Server will be continuously available at all possible times (24 x 7 x 365 days), but will use its reasonable endeavours to keep downtime to a minimum; and the Client agrees that Sharp Fusion shall have no liability to the Client for the consequences in the event of any such downtime.
7.5 Sharp Fusion may need to at times, temporarily suspend the Hosting Service for repair, maintenance or improvement and will give the Client as much notice as is reasonably practicable in the circumstances before doing so. Sharp Fusion will also restore the Hosting Service as soon as reasonably possible.
7.6 The Client accepts the Hosting Service and Server “as is” with any faults or failings and without any representation, warranty or guarantee whatsoever, express or implied, including without limitation any implied warranty of accuracy, completeness, quality, continuity of service, connectivity and fitness for a particular purpose.
7.7 Charges in relation to the Hosting Services may vary in accordance with the bandings. The Client accepts and agrees that if its bandwidth usage rises to a higher banding agreed, the Client shall pay the relevant charges for the higher banding for the month in which the bandwidth usage rises to the higher band.
7.8 In the event that the Client’s bandwidth exceeds its usual/standard bandwidth for 3 consecutive months, the Client accepts and agrees that its usual/standard bandwidth banding shall thereafter be increased to the relevant higher banding.
7.9 Sharp Fusion cannot guarantee the speed and robustness of the Services when the Client’s bandwidth usage increases to a higher band without reasonable notice to Sharp Fusion.
7.10 If a Client’s bandwidth usage exceeds 100GB in any single month, Sharp Fusion may require the Client to purchase a bespoke hosting package within 3 months, and the Client agrees to be responsible for the associated costs of
such bespoke package.
7.11 Where either party gives notice to transfer the Hosting Service from Sharp Fusion to a third party, Sharp Fusion shall charge a transfer fee, and will not affect such transfer unless or until such fee and any/all sums owing to Sharp Fusion are paid in full.
8.0 OTHER SERVICES
8.1 Sharp Fusion is a reseller partner for Domain Name registration, Website Hosting, PPC, mailboxes and other services for companies including, without limitation, Krystal Hosting.
8.2 Sharp Fusion does not accept any liability to the Client for any financial loss resulting or arising from:-
8.2.1 a Domain Name not being renewed; and/or
8.2.2 any registered mailbox, PPC or other such services not being available.
9.0 DELIVERY AND COMPLETION DATES
9.1 Sharp Fusion undertakes to use its reasonable endeavours to provide completed Web Design Services to the Client within the time frame stipulated in the Order, or if no time frame is specified, within a reasonable the period from the date on which Sharp Fusion receives a signed Order from the Client.
9.2 The dates and timeframes for carrying out the Services and delivery of any resultant Website are approximate only. The Client hereby acknowledges and agrees that time is not of the essence for delivery or performance.
9.3 Without prejudice to Clause 13, Sharp Fusion will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform save where the same is a result of the gross negligence of Sharp Fusion.
9.4 No delay shall entitle the Client to reject any delivery or performance or any other Order from the Client, or to repudiate the Contract or the Order.
10.0 INTELLECTUAL PROPERTY AND LICENCE
10.1 The Client acknowledges that any Intellectual Property Rights created, developed or subsisting by Sharp Fusion in or in connection with the provision of the Services shall be the sole property of Sharp Fusion.
10.2 Subject to the provisions of Clause 10.3 below, the Intellectual Property Rights, together with all rights, title and interest in the same in relation to the Website and the Domain Name registration shall vest exclusively in Sharp Fusion. As such, Sharp Fusion shall be free to reproduce, use, disclose, display, the exhibit, transmit, perform, create derivatives works, and distribute such material unless specifically agreed otherwise. Further, Sharp Fusion shall be free to use any ideas, concepts, know-how or techniques acquired in the construction of the Website for any purpose whatsoever included but not limited to developing, manufacturing and marketing products and any other items incorporating such information unless specifically agreed otherwise.
10.3 All rights, title and interest in and to the Intellectual Property Rights in the Client Content/Data belonging to the Client shall vest exclusively in the Client.
11.1 Unless otherwise agreed in writing with Sharp Fusion, the Client acknowledges and agrees that the duration of the Contract will be for the Minimum Term, and subject thereafter to the notice provisions in this Clause 11.
11.2 Following the expiry of the Minimum Term either party may terminate the Contract:
11.2.1 in relation to Web Design Services and all Ongoing Services except PPC by giving 3 months’ written notice; and
11.2.2 in relation to PPC services, by giving 1 months’ written notice
11.3 In respect of Web Design Services, where the Contract is terminated before the Website is set live Sharp Fusion shall be entitled to payment of a reasonable sum for the work undertaken until the date of termination.
11.4 Either party may terminate the Contract immediately and without notice if:
11.4.1 the other enters into a composition with its creditors;
11.4.2 an order is made for the winding up of the other;
11.4.3 an effective resolution is passed for the winding up of the other (other than for the purpose of amalgamation or reconstruction on terms approved by the first party (such approval not to be unreasonably withheld)); or
11.4.4 the other has a receiver, manager, administrative receiver or administrator appointed in respect of it.
11.5 Sharp Fusion shall be entitled to terminate the Contract immediately upon service of written notice to the Client if:
11.5.1 any invoice remains outstanding for more than 30 days; or
11.5.2 the Client fails to co-operate with and/or provide Sharp Fusion with clear instructions, or information requested by Sharp Fusion for more than 14 days; or
11.5.3 Sharp Fusion considers (at its sole discretion) reasonable to do so.
11.6 Termination of the Contract shall be without prejudice to any other rights or remedies of either party.
11.7 Upon termination of this Contract for any reason, the Client:
11.7.1 shall cease immediately to be entitled to use the Website unless or until the Client has paid all outstanding Charges up to the date of termination together with any sums due in respect of the Ongoing Services (whether already provided or contracted to be provided during the Minimum Term and/or any relevant notice period); and in any event
11.7.2 shall grant Sharp Fusion immediate access to the Website (whether hosted by Sharp Fusion or otherwise), and/or provide any/all such information necessary to facilitate such access for the purpose of disabling any links and/or removing any other SEO techniques and/or coding created by Sharp Fusion which form part of the SEO Services provided by Sharp Fusion, and for removing from the Website any other Intellectual Property Rights belonging to Sharp Fusion. For the avoidance of doubt, this may affect the appearance of the Website and the search engine ranking positions of the Website. Sharp Fusion shall not be liable for any such changes.
11.8 If the Client fails to provide immediate access to the Website pursuant to Clause 11.7.2 above, the Client shall remain liable for the relevant Charges for the Ongoing Services on a recurring basis in accordance with the Contract until such time as the Client complies with Clause 11.7.2 above. The terms of Clauses 10 (Intellectual Property), Clause 12 (Indemnity and Limitation of Liability) and shall survive the termination (howsoever arising) of this Contract.
11.9 Force Majeure:- Sharp Fusion shall not be liable for failure to perform the Services if such failure is, as a result, any act beyond its reasonable control (including, without limitation, fire, flood, earthquake, storm, hurricane or other natural disasters), war, civil unrest, terrorist activities, nationalization, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity or telephone service and/or any failure attributable to Sharp Fusion’s sub-contractors and/or service providers (in
Sharp Fusion’s discretion)
11.10 We reserve the right to charge interest on any overdue amount at the rate of 8% per annum above the base rate of the Bank of England, from the due date until the date of actual payment. The client shall also be responsible for all reasonable costs incurred in the recovery of any outstanding balance (including the employment of a debt collection agency) Fees will be provided on request.
12.0 INDEMINTY AND LIMITATION OF LIABILITY
12.1 The Client shall indemnify Sharp Fusion against any loss, damage, cost or expense (including reasonable legal fees and expenses) Sharp Fusion may suffer or incur as a result of:
12.1.1 any act, omission, neglect or default of the Client, its agents, or employees.
12.1.2 any claim by any third party that the Client’s Information and/or Client Content/Data infringes the Intellectual Property Rights of a third party or is fraudulent, offensive, abusive, defamatory, obscene or menacing or causes annoyance, inconvenience or needless anxiety or constitutes unsolicited advertising or promotional material;
12.1.3 work done in accordance with the Client’s instructions in hosting of the Website on the Server involving the infringement of any Intellectual Property Rights (including but not limited to framing or linking to third parties’ websites):
12.2 Sharp Fusion shall not be liable to the Client for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the Contract, the Server, the connectivity to the Internet, the hosting, the Website, its use (including but in no way limited to any unlawful or unauthorized access or use by any third party), application, support or otherwise, except to the extent which it is unlawful to exclude such liability.
12.3 Nothing in this Contract shall exclude or limit the liability of Sharp Fusion for fraudulent misrepresentation or for any death or personal injury caused by Sharp Fusion’s negligence.
13 ASSIGNMENT AND SUBCONTRACTING
13.1 None of the rights or obligations of the Client under the Contract may be assigned or transferred in whole or in part without the prior written consent of Sharp Fusion.
13.2 The Website shall be for the sole use of the Client and shall not be capable of assignment to a third party by the Client without the prior written consent of Sharp Fusion.
13.3 Sharp Fusion shall be entitled to sub-contract any work relating to the Contract without obtaining the consent of, or giving notice to the Client.
13.4 Sharp Fusion shall be free to assign its rights in the Contract to any third party without giving prior notice to the Client.
14.1 If any provision (or part of a provision) of this Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
14.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial the intention of the parties.
15 THIRD PARTY RIGHTS
A person who is not a party to this Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This Clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
16 LAW AND JURISDICTION
The Contract shall be governed by and construed in all respects in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.