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 materials produced under this Agreement.
“Agreement” means the contract between Fruition Works and the Client, incorporating these Terms and any accepted 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 Quotations and proposals are valid for thirty (30) days unless stated otherwise.
2.3 Acceptance of a quotation or proposal, or the commencement of work (including payment of any deposit), constitutes acceptance of these Terms.
2.4 Any conflicting terms supplied by the Client shall not apply unless expressly agreed by Fruition Works in writing.

3. Term and Renewal

3.1 Where the design and/or build of a website has been discounted or subsidised, a minimum hosting term of thirty-six (36) months applies unless otherwise agreed in writing.
3.2 The term begins on the earlier of:
  a) the go-live date of the project, or
  b) the date of the first hosting or maintenance invoice.
3.3 After the expiry of the minimum term, the Agreement renews for successive twelve (12) month periods unless either party provides at least thirty (30) days’ written notice prior to the next renewal date.
3.4 If the Client terminates during the minimum term, the Client is responsible for all remaining monthly fees for the remainder of that term, which become immediately due.

4. Scope of Services

4.1 Fruition Works shall provide the Services with reasonable skill, care, and diligence.
4.2 Changes to the agreed scope, specification, or requirements will be subject to written approval and may incur additional fees.
4.3 Any timelines provided are estimates and may vary due to third-party factors, technical considerations, or Client responsiveness.
4.4 Delays caused by the Client may result in revised timelines or additional costs.

5. Client Responsibilities

5.1 The Client must provide timely access to all information, content, materials, approvals, and credentials required by Fruition Works to perform the Services.
5.2 Fruition Works shall not be liable for delays caused by the Client’s failure to supply required materials.
5.3 The Client warrants that all content it provides does not infringe third-party rights, contains no unlawful material, and complies with all applicable laws including copyright and data protection.
5.4 The Client is responsible for the accuracy and legality of all content published on their website.

6. Fees, Invoicing & Payment

6.1 Fruition Works is not currently VAT registered. If this changes in the future, VAT will be applied to invoices at the prevailing rate from the date of registration.
6.2 Payment terms are detailed on each invoice (typically Net 14 or Net 28).
6.3 Late payments may incur statutory interest and late-payment recovery charges under the Late Payment of Commercial Debts (Interest) Act 1998.
6.4 Failure to pay any invoice by the due date may result in immediate suspension of hosting, email, or support services.
6.5 Continued non-payment may be treated as a material breach, enabling Fruition Works to terminate the Agreement at its discretion and apply early-termination charges where applicable.
6.6 Fruition Works may require deposits or staged payments prior to the commencement of work.
6.7 Fees for hosting, maintenance, and email services may increase annually to reflect inflation and operational cost changes. Clients will be notified in advance.

7. Discounts & Minimum Term Conditions

7.1 Any discount or subsidised pricing applied to design, development, or setup work is conditional upon the Client completing the agreed minimum hosting term.
7.2 If the Client terminates before completing the minimum term, all remaining monthly fees for that term become immediately payable.
7.3 Discounts do not apply if the Client breaches the Agreement or terminates early.

8. Intellectual Property

8.1 All Intellectual Property in Deliverables created by Fruition Works remains the property of Fruition Works until the Client has:
  a) paid all invoices in full, and
  b) completed the minimum hosting term.
8.2 Until ownership transfers, Fruition Works grants the Client a non-exclusive licence to use the Deliverables for their intended purpose.
8.3 Upon fulfilment of the minimum term and payment of all outstanding fees, IP ownership transfers to the Client, excluding any underlying frameworks, tools, libraries, or reusable components created or owned by Fruition Works.
8.4 Fruition Works retains the right to showcase non-confidential work in its portfolio and marketing materials.
8.5 Fruition Works is not liable for issues arising from Client or third-party modifications made without our approval.

9. Hosting, Support & Maintenance (If Applicable)

9.1 Fruition Works provides hosting and support services as described in the agreed proposal or service plan.
9.2 Fruition Works does not guarantee uninterrupted uptime.
9.3 Daily backups are taken as part of internal data-protection processes. Fruition Works will take reasonable care, but cannot guarantee the absence of data loss due to hardware failure, software issues, or third-party incidents.
9.4 Fruition Works is not liable for downtime, service interruption, or data loss caused by third-party providers.
9.5 Support includes routine updates, minor fixes, and technical assistance within reasonable limits. Additional work may incur separate fees.

10. Email Services

10.1 Hosted email services are subject to the terms of the upstream provider (e.g. Microsoft Exchange).
10.2 Fruition Works is not responsible for downtime, latency, delivery failures, or security incidents arising from third-party platforms.
10.3 The Client is responsible for mailbox usage, account security, and compliance with acceptable use policies.

11. Third-Party Tools & Integrations

11.1 Fruition Works may rely on third-party software, APIs, plugins, or platforms.
11.2 Fruition Works shall not be liable for failures, limitations, or changes imposed by such third parties.
11.3 Fruition Works may subcontract some or all of its obligations, but remains responsible for the overall delivery of the Services.

12. Termination

12.1 The Client may terminate the Agreement after the minimum term with at least thirty (30) days’ written notice prior to the next renewal.
12.2 Either party may terminate immediately if the other:
  a) commits a material breach and fails to remedy it within thirty (30) days, or
  b) becomes insolvent or ceases trading.
12.3 Fruition Works may terminate immediately for repeated late payment or for non-payment following a suspension.
12.4 If terminated during the minimum term, all remaining monthly fees become immediately due.
12.5 Termination does not affect any rights accrued prior to termination.

13. Migration & Access After Termination

13.1 Fruition Works is not obliged to assist with website migration unless retained to do so, which will be chargeable.
13.2 Website files or backups will only be released once all outstanding fees, including early-termination charges, have been paid in full.
13.3 Fruition Works is not responsible for third-party hosting setup, DNS configuration, or technical work required by the Client or their new provider.

14. Liability

14.1 Fruition Works shall not be liable for indirect, consequential, punitive, or economic loss, including loss of revenue, profit, data, or goodwill.
14.2 Fruition Works’ total liability for any claim shall not exceed the total fees paid by the Client in the preceding twelve (12) months.
14.3 Nothing excludes liability for death or personal injury caused by negligence, or for fraud.

15. Confidentiality

Both parties shall treat confidential information as strictly confidential unless disclosure is required by law.

16. Data Protection

Fruition Works will comply with UK GDPR and related data-protection legislation. Where personal data is processed, roles (controller/processor) will be defined within a relevant Data Processing Addendum.

17. Assignment

Neither party may assign the Agreement without the other’s written consent, such consent not to be unreasonably withheld.

18. Force Majeure

Neither party is liable for delays or failures caused by circumstances beyond reasonable control, including power failures, natural disasters, or third-party outages.

19. Governing Law

This Agreement is governed by the laws of England and Wales.
Both parties submit to the exclusive jurisdiction of the courts of England and Wales.

20. Entire Agreement

This Agreement supersedes all prior proposals, discussions, or understandings.
No amendment is valid unless made in writing and agreed by both parties.