1. Definitions

“Fruition Works”, “we”, “us”, and “our” refer to Fruition Works and its associated companies.
“Client” means the company, organisation, or individual entering into a contract with Fruition Works.
“Services” means any design, development, hosting, email, support, or consultancy services provided by Fruition Works.
“Deliverables” means any website, software, graphics, documents, or other materials produced under this agreement.
“Agreement” means the contract between Fruition Works and the Client, incorporating these Terms and any accompanying proposal, estimate, or order confirmation.

2. Basis of Agreement

2.1 These Terms apply to all Services provided by Fruition Works unless otherwise agreed in writing.
2.2 Any quotations or proposals provided by Fruition Works are valid for thirty (30) days unless otherwise stated.
2.3 Any written or verbal acceptance of a quotation, proposal, or commencement of work constitutes agreement to these Terms.
2.4 Any conflicting terms proposed by the Client shall be void unless expressly accepted in writing by Fruition Works.

3. Term and Renewal

3.1 Where the design and/or build of a website has been discounted or subsidised on the understanding that the Client will host the website with Fruition Works, a minimum hosting term of three (3) years shall apply unless otherwise agreed in writing.
3.2 The term begins on the Service Commencement Date, defined as the earlier of (a) go-live of the project or (b) first invoice date.
3.3 Unless terminated in accordance with Section 9, the Agreement shall renew automatically for successive one (1) year periods unless either party gives at least ninety (90) days’ written notice prior to renewal.

4. Scope of Services Provided

4.1 Fruition Works shall perform the Services with reasonable skill, care, and diligence.
4.2 Any changes to the agreed scope or specification shall be subject to written approval and may result in additional costs.
4.3 Timelines are estimates only and may vary due to dependencies, third-party delays, or Client responsiveness.
4.4 Delays in Client feedback, content provision, or approvals may result in adjusted timelines and additional charges where applicable.

5. Client Obligations

5.1 The Client shall provide timely access to information, materials, feedback, and approvals reasonably required by Fruition Works to perform the Services.
5.2 Fruition Works shall not be liable for any delay or failure in performance resulting from the Client’s failure to fulfil these obligations.
5.3 The Client warrants that all materials and content provided to Fruition Works do not infringe any third-party rights or applicable laws.

6. Fees and Payment

6.1 All quotations are exclusive of VAT unless stated otherwise.
6.2 Payment terms are as stated on the relevant invoice (typically Net 14 or Net 28 days).
6.3 Late payments may incur interest under the Late Payment of Commercial Debts (Interest) Act 1998.
6.4 Fruition Works reserves the right to suspend or withdraw services in the event of non-payment.
6.5 Fruition Works may require a deposit or staged payments prior to commencing work.

7. Discounts and Minimum Term

7.1 Any promotional pricing, introductory offer, or discount applied to design, build, or setup costs is conditional upon the Client completing the agreed minimum hosting term.
7.2 Should the Client terminate the Agreement before the expiry of that term, all discounts and promotional reductions shall be rescinded, and the Client shall become immediately liable for the standard (undiscounted) rates for all Services provided to date.

8. Intellectual Property

8.1 All Intellectual Property in any Deliverables, code, or materials created by Fruition Works shall remain the property of Fruition Works until the Client has fulfilled all payment obligations under the minimum term.
8.2 Until ownership transfers, Fruition Works grants the Client a non-exclusive, non-transferable licence to use the Deliverables solely for their intended purpose.
8.3 Upon full settlement of all fees due under the minimum term, Intellectual Property ownership shall automatically transfer to the Client, excluding any underlying frameworks, libraries, or reusable components that remain Fruition Works’ property. This clause does not affect any open-source software components used within the Deliverables, which remain subject to their respective licences.
8.4 Fruition Works reserves the right to display non-confidential elements of completed work in its portfolio and marketing materials
8.5 Fruition Works shall not be liable for any issue arising from modifications made by the Client or any third party after handover, unless such modifications were approved or implemented by Fruition Works.

9. Hosting and Support (if applicable)

9.1 Hosting, support, and maintenance services are provided in accordance with Fruition Works’ service level commitments as detailed in the relevant proposal.
9.2 Fruition Works will take reasonable measures to maintain service uptime but does not guarantee uninterrupted operation.
9.3 Data backups are performed regularly, but ultimate responsibility for backup integrity rests with the Client unless otherwise agreed in writing.
9.4 Fruition Works shall not be responsible for downtime or issues arising from third-party providers (e.g. hosting platforms, domain registrars, or CDN providers)

10. Email Services

10.1 Where Fruition Works provides or resells hosted email services (including, but not limited to, Microsoft Exchange or other email platforms), such services are subject to the terms and conditions of the underlying provider.
10.2 Fruition Works shall not be responsible for downtime, data loss, delivery failures, or security incidents arising from the operation of those third-party email platforms, provided reasonable care has been taken in their configuration and management.
10.3 The Client is responsible for managing mailbox usage, passwords, and security credentials, and for ensuring compliance with applicable data protection and acceptable use requirements.

11. Third-Party Services

11.1 Fruition Works may integrate or rely on third-party software, platforms, or services as part of the Deliverables.
11.2 Fruition Works shall not be liable for any disruption, limitation, or failure arising from such third-party services, provided reasonable care has been taken in their selection and use.
11.3 Fruition Works may engage subcontractors or third parties to assist in providing the Services, provided Fruition Works remains responsible for their performance under this Agreement.

12. Termination

12.1 Either party may terminate the Agreement with ninety (90) days’ written notice following the expiry of the minimum term.
12.2 Either party may terminate with immediate effect if the other:
    a) Commits a material breach and fails to remedy it within thirty (30) days of written notice, or
    b) Becomes insolvent or ceases to trade.
12.3 Early termination by the Client before the expiry of the minimum term shall trigger the conditions set out in Clause 6.
12.4 Upon termination, all outstanding fees, including any amounts that would have become payable during the remainder of the minimum term, shall become immediately due.
12.5 Termination shall not affect any rights or remedies accrued by either party up to the date of termination.

13. Liability

13.1 Fruition Works shall not be liable for any indirect, consequential, or economic loss, including loss of profits, data, or goodwill.
13.2 Fruition Works’ total liability under this Agreement shall not exceed the total fees paid by the Client in the preceding twelve (12) months.
13.3 Fruition Works’ liability for any single claim shall not exceed the total fees paid by the Client in the twelve (12) months preceding the event giving rise to that claim.
13.4 Nothing in these Terms limits liability for death or personal injury resulting from negligence, fraud, or fraudulent misrepresentation.

14. Confidentiality

Both parties agree to treat all confidential information obtained in the course of the Agreement as strictly confidential and not disclose it to any third party without prior written consent, except where required by law.

15. Data Protection

Fruition Works shall comply with applicable data protection legislation, including the UK GDPR, and act as a data processor or controller as defined in the relevant agreement or Data Processing Addendum (where applicable). This includes any personal data processed through hosted email or communication services provided to the Client.

16. Assignment

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld.

17. Force Majeure

Neither party shall be liable for any delay or failure in performance arising from circumstances beyond its reasonable control, including but not limited to power failures, internet outages, natural disasters, or acts of government.

18. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
Both parties submit to the exclusive jurisdiction of the courts of England and Wales.

19. Entire Agreement

These Terms, together with any accepted proposal or order, constitute the entire agreement between the parties and supersede all prior communications or understandings.
No amendment to this Agreement shall be effective unless made in writing and signed by both parties.