FUSION3MEDIA LIMITED TERMS AND CONDITIONS OF SALE

 

1.   DEFINITIONS: “The Company” means Fusion3media

“The goods”        means any goods sold or offered for sale by the Company.

“The Customer” means the person who buys or has agreed to buy the goods / services.

“The price”          means the price of the goods / services and any other charges specified by the Company in the relevant documentation.

“Specification” means the technical description (if any) of the goods / services contained or referred to in the order.

“Order”                means the order placed by the Customer for the supply of the goods / services.

“The contract” means the contract between the Company and Customer for the sale and purchase of the goods / services.

 

 

2.      GENERAL

• Every quotation given by the Company constitutes an invitation to the Customer to trade. No contract shall be made until the Company has accepted a deposit from the customer

 

3.      VARIATIONS

• The terms and conditions herein contained shall apply to the contract and no terms or conditions stipulated by the Customer nor any other variation shall have effect unless agreed in writing by the Company

 

4.      PRICE

• The price is based on current costs at the date of The Company reserves the right at any time prior to delivery of the goods / services to adjust the price to take account of any increase in the costs to it of materials, labour or services or of any currency fluctuations which increase the costs to it of goods / services imported into the United Kingdom and to amend any errors or omissions.

 

5.      DELIVERY

• Any times quoted for delivery are estimates only and the Company shall not be liable for failure to deliver within the time quoted.
• Unless otherwise agreed in writing, the Company shall be entitled to make partial deliveries or deliveries by instalments and the terms and conditions herein contained shall apply to each partial

  

6.      PAYMENT (U.K.ONLY)

• Payment by a Customer must be made within 14 days from the date of the relevant invoice. In default of such payment the Company reserves the right to withhold further services.
• If the invoice is to pay for a website, we will deactivate website until payment has been made. The website is not the property of the customer until full payment has been made.
• If the invoice is to pay for website hosting, we will suspend website until payment has been made.  Loss of business due to website suspention is the responsibility of the business owner.
• If the invoice is to pay for Domain name renewals:  These are external registrations and Fusion3media will not renew the domain names until full payment has been made.  .co.uk domains have a 7 days grace period, where the website and email services will stay active for 7 days after expiry.  .com domain names are suspanded immediately.  This is not within our control, so website and email service are suspended on the date of domain  expiry.  Once a domain has expired and services suspended, it can take up to 24 hours for services to be resumed, although it it usually within a couple of hours.  Fusion3media are not responsible for any downtime.

 

7.      RETURNS

No goods may be returned for credit without the Written consent of the Company.

 

8.      CANCELLATIONS

Any order for goods / services cancelled after the day following the Company’s receipt of such order shall be subject to a charge for any work already carried out.

 

9.      TRANSFER OF PROPERTY

• The property in the goods shall remain in the Company until the Company has received payment in full for the goods.

• If the Customer (who shall in such case act on its own account and not as agent for the Company) shall sell the goods prior to making payment in full for them, the beneficial entitlement of the Company therein shall attach to the proceeds of such sale or to the claim for such
• So long as the property in the goods remains in the Company, the Company shall have the right, without prejudice to the obligation of the Customer to purchase the goods, to retake possession of the goods (and for that purpose to go upon any Premises occupied by the Customer).
• The Company may maintain any action for the price notwithstanding that property in the goods may not have passed to the

 

10.      EXCLUSION OF LIABILITY

1. The Company shall be under no liability of whatsoever kind howsoever caused whether or not due to the negligence or wilful default of the Company or its servants or agents arising out of or in connection with the goods. All conditions warranties or other terms, whether express or implied, statutory or otherwise, are hereby expressly excluded provided that nothing in this paragraph shall exclude or restrict any liability of the Company for death or personal injury resulting from the negligence of the Company or its servants or
2. If it should be held in relation to any claim that paragraph (a) above is not effective, the Customer shall not be entitled to reject the goods / servvices and any damages recovered by the Customer shall be limited to the reasonable cost of remedying the breach of contract provided that the Company shall first be afforded the opportunity of itself carrying out such remedial
3. Except where the contract is an international supply contract having the characteristics specified in Section 26 of the Unfair Contract Terms Act 1977, nothing contained in this Condition shall exclude or restrict:-
   • any liability of the Company for breach of its implied undertakings as to title, and
   • where the Customer deals as consumer within the meaning of the Unfair Contract Terms Act 1977, any liability of the Company for breach of its implied undertakings as to conformity of the goods with description or sample or as to their quality or fitness for a particular

 

11.    FORCE MAJEURE

The Company shall not be under any liability of whatsoever kind for non-performance in whole or in part of its obligations under the contract due to causes beyond the control either of the Company or of the Company’s suppliers including, but not limited to, acts of God, acts of the Customer or a third party, war, sabotage, insurrection, government regulations, embargoes, strikes, labour disputes, illness, flood, fire, tempest, delay in delivery to the Company or the Company’s suppliers or shortage of any goods or materials. In any such event,  the, Company may, without liability, cancel or vary the terms of the contract inducing but not limited to, extending the time for performing the contract for a period at least equal to the time lost by reason of such event.

 

12.    BREACH AND FINANCIAL CONDITIONS

1. If any of the Customer’s obligations to the Company are not fulfilled or if the Customer’s financial condition at the time does not, in the Company’s unfettered judgement, justify continuance of the contract on the terms of payment specified, the Company may, without prejudice to any other rights it may have to cancel any outstanding order or suspend any deliveries or manufacture of any of the goods / services unless the Customer makes such payment for any of the goods / services ordered as the Company may
2. If an order is so cancelled or suspended by the Company or if an order is cancelled or suspended by the Customer, the Customer shall indemnify the Company on demand against all losses (including loss of profit) costs (including the costs of all labour and materials used and overheads incurred) damages charges and expenses arising out of the order and the cancellation or suspension thereof (the Company giving credit for the value of any such materials sold or utilised for other purposes).

 

13.    INDEMNITY

The Customer shall comply with all instructions of the Company and all legislation in relation to the use, processing, storage and sale of the goods / services and shall indemnify the Company against any cost, claim, demand, expenses or liability which the Company may incur arising out of or in connection with such use, processing, storage or sale.

 

14.    INDUSTRIAL PROPERTY RIGHTS

If any claim shall arise alleging that the sale, use of any other dealing with goods / services infringes trade marks, trade names, patents, copyrights, registered designs or any other industrial property rights of third parties, the

 

Customer shall forthwith notify the Company thereof and give every assistance to the Company in connection with such claim as the Company may reasonably require and shall not itself handle, deal with or compromise any such claim except with the written consent of the Company

 

15.    NOTICES

Any notice to be given hereunder shall be in writing and shall be deemed to have been duly given if sent or delivered to the party concerned at its last known address.

 

16.    ASSIGNMENT

The Customer shall not assign or transfer or purport to assign or transfer the contract or the benefit thereof to any person.

 

17.    SUB-CONTRACTS

The Company reserves the right to subcontract the Performance of the contract or any part thereof.

 

18.    PROPER LAW AND JURISDICTION

The contract shall be governed by and construed in accordance with English Law and the Courts of England shall have jurisdiction to hear all disputes arising in connection with the contract.

 

19.    FORMER CONDITIONS

These conditions replace all former Conditions of Sale issued by the Company.

 

20.    CONFLICT

In the event of any conflict of conditions, these conditions shall prevail except to the extent that any departure therefrom is to be agreed in writing.

 

21.    HEADINGS

The headings of these Conditions are for convenience only and shall have no effect on the interpretation of the conditions.

 

 

Website specific terms

 

Member Conduct

 

You agree to not use the Service to:

upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; threaten or harm minors in any way; “stalk” or otherwise harass another; impersonate any person or entity, including, but not limited to, a Fusion3media representative, or falsely state or otherwise misrepresent your affiliation with a person or entity; forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;

upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;

upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that are designated for such purpose;

upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;

interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

intentionally or unintentionally violate any applicable local, state, national or international law, and any regulations having the force of law; and/or

collect or store personal data about other users in connection with the prohibited conduct and activities set forth in the paragraphs above.

 

Content

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not Fusion3media, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. Fusion3media does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may unintentionally be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Fusion3media be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.

You acknowledge that Fusion3media may or may not pre-screen Content, but that Fusion3media and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any Content that is available via the Service. Without limiting the foregoing, Fusion3media and its designers shall have the right to remove any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Fusion3media or submitted to Fusion3media.

You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Fusion3media and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

Fusion3media does not claim ownership of Content you submit or make available for inclusion on the Service. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Service, you grant Fusion3media the following worldwide, royalty-free and non-exclusive license: that any Content you submit or make available for inclusion on publicly accessible areas of the Service, the perpetual, irrevocable and fully sub-licensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed.

 

Indemnity

You agree to indemnify and hold Fusion3media and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.

 

Dealings With Advertisers

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Fusion3media shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

 

Links

The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Fusion3media has no control over such sites and resources, you acknowledge and agree that Fusion3media is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Fusion3media shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

 

Proprietary Rights

You acknowledge and agree that the Service and any necessary software used in connection with the Service (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Fusion3media or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

Fusion3media grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Fusion3media for use in accessing the Service.

 

Trademark Information

All the Fusion3media trademarks and service marks and other logos and product and service names are trademarks of Fusion3media Publishing Ltd. Without the Fusion3medias prior permission, you agree not to display or use these trademarks in any manner.

 

General Information

The Terms of Service constitutes the entire agreement between you and Fusion3media and governs your use of the Service, superseding any prior agreements between you and Fusion3media with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Fusion3media services, affiliate services, third-party content or third-party software. The TOS and the relationship between you and Fusion3media shall be governed by the laws of the United Kingdom without regard to its conflict of law provisions. You and Fusion3media agree to submit to the personal and exclusive jurisdiction of the courts located within the United Kingdom. The failure of Fusion3media exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.