Website Design Service Terms and Conditions

1. TERMS & DEFINITIONS

By accessing this web site and submitting payment for services, you are agreeing to be bound by these Terms and Conditions of Use and all contractual clauses contained herein, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using, purchasing services or accessing this site. The materials contained in this web site are protected by applicable copyright and trade mark law.
Agency or Agencies or Agent or Designer or Us or We – refers to Fusion Group USA, Inc, Fusion Group USA, Fusion Group, Inc., our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors.
Client or Customer or You or User or Owner – Refers to the company or person who has hired, retained, or employed Agency.
Business Day – refers to a day that is not a Weekend, Holiday and is at least 24 hours long.
Delivery – refers to the completion of a task.
Fee or Retainer or subscription – refers to the monetary value in which you pay Agency for services or products.
User content – refers to information or materials provided to Agency by Client.
Site or website – refers to Agencies web properties.
Terms and conditions or Service or Contract or agreement or any combination of those terms – refers to any agreement/contract between Client and Agency, drafted by Agency and Accepted by Client.

2. OUR RIGHTS

Our Intellectual Property. We retain all rights to intellectual property underlying the Site, code, platform and creative that has not been supplied as a final closed design.
User Content Review. We reserve the right to review any User Content, and to investigate any disputes related to that content.
Backup: We assume no liability. Agency will make every reasonable effort to shield from data loss, including final Client assets or User Content, however we will not be liable in the event of such loss of User Content.
Discretionary Right to Suspend or Terminate Account. We reserve the right to suspend or terminate the account of any Customer at any time for failure, or perceived failure, to comply with this Agreement, or for any other reason in our sole discretion.
Right to Assume Our Defense. If you are required to indemnify us from any claim or loss, we reserve the right, at your expense, to assume the exclusive defense and control of such matter. We will use reasonable efforts to notify you of any such indemnifiable claim or loss upon becoming aware of it.
Disclaimer. Except where prohibited by law, the Site is provided as-is and as available and we expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a purpose, title, quiet enjoyment, accuracy, or non-infringement. We make no warranty that the Site (A) will meet your requirements; (B) will be available on an uninterrupted, timely, secure, or error-free basis; or (C) will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe; (D) reserves the right to amend, suspend or discontinue the availability of the Site and/or any Service and/or remove any Content at any time at its sole discretion and without prior notice.
Permission is granted to temporarily download one copy of the materials (information or software) on Agency website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not: Modify or copy the materials; Use the materials for any commercial purpose, or for any public display (commercial or non-commercial); attempt to decompile or reverse engineer any software contained on Agencies web site; remove any copyright or other proprietary notations from the materials; transfer the materials to another person or “mirror” the materials on any other server. This license shall automatically terminate if you violate any of these restrictions and may be terminated by Agency at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

3. DESIGN SCHEDULE

Preliminary Designs: up to 14 Business days from contract execution or acceptance of this agreement, initial payment and receipt of completed web questionnaire form, pending any special circumstances or additions.
Final Design & Working Code: up to 3-6 weeks from preliminary design approval. Our design time is based on our graphics department receiving all content, photos and information needed for the site and completion of the website content form, pending any special circumstances or additions. Please work with your account executive to ensure we can launch your site ahead of schedule,.
Company Intranet, Extranet, Apps, Plugins, and Business Software do not follow this production schedule and due to the nature of custom software may incur delays beyond our control. These applications will have an agreed production schedule based on the project details.

4. COPYRIGHT USAGE

The rights granted to Client are for the usage of the Final Design in its original form only. Client may not use the design concepts, created by Agency, for another design project with a competing service provider of Agency. All other rights to be negotiated separately, if applicable.
Client owns all design, content and images used on the website. Client however, does not own or have right to any proprietary methods, custom code, WordPress platform, or any custom platform the agency has developed.
If the website developed is part of a combination service, such as Website + SEO or Website + Social, Client is not granted title to the Website. However, client may cancel the secondary service (SEO or Social) and remain using the website so long as the client has a paid hosting service with Agency.
Copyright Usage: The rights granted to Client are for the usage of the Final Design in its original form only. Client may not use the design concepts, created by Agency, for another design project with a competing service provider of Agency. All other rights to be negotiated separately, if applicable. Agency owns the IP on all custom written software and may not be extended, resold, or manipulated without the expressed written consent of an authorized corporate officer.

5. SERVICE TERMS

Reservation of Rights: All rights not expressly granted above are retained by Agency. Any use additional to that expressly granted above requires arrangement for payment of a separate fee.
Revisions: Revisions to the initial proofs may be made only by Agency, at the Preliminary Design phase. Additional fees may be charged, at Agency, sole discretion, for revisions made after the initial design layouts and preliminary design revisions, and for additions to original project scope. Once the proposed layout has been approved any layout changes, other than text content and photos, may incur additional fees.
You may receive a PDF proof for layout purposes only. If you approve the layout but have changes, you will not receive an additional proof, any requested changes will be made during the coding phase of your project. This proof will contain a mix of dummy text (Lorem Ipsum), mock photos, wireframe and similar to display the potential layout. We are looking primarily for an approval on the header and footer of the site during this stage.
Payment Schedule: First month payment -OR- payment schedule that is defined in the addendum section below upon execution of this agreement. Agency will bill client remaining installment balance(s) every 30 consecutive days after the first payment has been rendered, or if otherwise stated in writing as an addendum to this agreement.
Any and all Websites that are hosted on Agencies servers will not have access to the plugin section of the website. This requirement is to ensure malicious code is not deployed on Agency’s servers. If a specific snippet, code, or plugin is required by Client, Agency will vet the supplied code/plugin complimentary prior to deployment. Agency has no liability for any supplied 3rd party code.
Payment Terms: A $25 monthly service charge will be billed against late payments. Grant of copyright is conditioned upon receipt of final payment, and upon Client’s compliance with the terms of this agreement. Any returned checks or declined credit card charges will be assessed a returned fee of $35 plus any applicable late fees. All third party integrations and services are NOT included in this agreement, including support for those services, unless explicitly stated, and will be billed directly through that third party. Agency WILL NOT contract with a 3rd party unless approved in writing by you. Agency will bill client a hosting and maintenance fee of $39.99 per month 12 months after execution of this agreement. This fee includes management and maintenance for hosting, email, unlimited existing content editing services and any plugin/software license fees and updates that were used in the development of the site. A written cancelation must be received on, or before, the 1st of the month preceding the renewal date. The renewal date is the first of the month preceding this agreement. BY SIGNING THIS AGREEMENT YOU AGREE TO THIS CANCELATION TERM. The hosting agreement will auto renew every 12 months and will be subject to a 12 month commitment for each renewal. Agency will only cover the registration fees for plugins/software that were used by agency to build the website or program unless agency has informed client those registrations are in addition to the annual fee. If client chooses to cancel their hosting agreement, any and all licenses will cancel with the hosting and client will become responsible for all fees associated with any 3rd party plugin/software, should they desire to continue using the service. A valid credit card must be placed on file for all website design projects that are subject to any monthly or annual recurring payments. Client may pay by check, at Clients discretion, in lieu of paying by card, however, agency must receive the Clients check payment at least 1 business day before before the due date, if payment is not rendered the card on file will be authorized for that months payment. Monthly and annual payments will be billed on or after the payment date at no additional advance notice to you. You may request copies of paid invoices by sending those requests to invoices@fusiongroupusa.com. You have 6 months from the time of this agreement to provide Agency with a completed website questionnaire and website content form so we may commence your website design project. If after 6 months you have failed to provide us with the necessary information to complete the project you may be subject to additional fees and may be subject to any new pricing set forth. If your account is referred to a collection agency a 35% collection fee or minimum of $200 will added to the total amount owed, whichever is greater, if legal action is necessary, and we prevail, there will be an additional 50% or $500 collection fee, whichever is greater, added to the total awarded.
Cancellation of Contract: This agreement is not a recurring service agreement, with the exception of the hosting and editing, unless your selection was one that included recurring services, which those services are recurring for a minimum of 12 months, and therefore is non-cancelable and non-refundable. All payments must be made until termination of payment schedule. If you fail to complete the payment schedule, your payment plan will automatically cancel after 7 calendar days once your account becomes past due and your site will be suspended. If your payment plan is terminated and site is suspended by Agency, you will be assessed a $99 site reinstatement fee and will have until the 30th day, after your account becomes past due, to remit payment in full for any outstanding charges. If at 30 days you are still in default your account will be immediately referred for legal action and/or collections. Please work with your account executive should you experience any financial hardships that may lead you to default on payments, we will attempt to work with you to the best of our ability.
Preliminary Works: Agency retains all rights in and to all Preliminary Designs. Client shall return all Preliminary Designs to Agency, if applicable within thirty (30) days of completion of the project and all rights in and to any Preliminary Designs shall remain the exclusive property of Agency.
Permissions and Releases: The Client agrees to indemnify and hold Agency harmless against all claims, costs, and expenses, including attorney’s fees, due to materials included in the Design at the request of the Client for which no copyright permission or privacy release was requested, or for which uses exceed the uses allowed pursuant to a permission or release.
Guarantees and Warranties: Agency does not in any way guarantee increased traffic to your site, increase of revenue or profitability, increase of exposure, or anything that is not explicitly stated in this agreement. Agency will warranty all services that are contained within this scope of work and guarantees that all work will be performed and completed as stated. Agency will make every reasonable effort, in accordance to industry standards, to ensure the success of your website, however even with advanced SEO services, search engine placement is not guaranteed. Please see https://support.google.com/webmasters/answer/35291?hl=en to learn more about why we cannot guarantee placement. According to an Ahref.com study, the average Top 10 ranking page is 2+ years old. And those that rank at position #1 are almost 3 years old and only 22% of pages that currently rank in the Top10 were created within 1 year. This study selected 2 million pages that were crawled a year prior and Only 5.7% of all studied pages ranked in the Top10 search results within 1 year for at least 1 keyword. Looking into these 5.7% of “lucky” pages to see how quickly they got from nowhere to the Top 10, the majority of them managed to achieve that in approximately 61 to 182 days. In conclusion, the reason the 5.7% got to the Top 10 in less than a year is most likely hard work and great knowledge of SEO, not luck, so please consider realistic expectations as it relates to this project.
Working with third parties: Agency will only accept requests from Client or Clients authorized employees, Agency will not perform any services requested by third parties. Should Client require Agency to work directly with Clients suppliers, vendors, or any other third party, this will be in addition to the fees associated in this agreement. All third party work, unless explicitly stated in this agreement will be billed at $89 per hour.
Release of liability: By entering into this agreement, you hereby agree to release and hold harmless, Agency, its trustees, officers, servants, agents, volunteers and employees (hereafter referred to as the “Releases”) from and against any and all liabilities, losses, demands, or claims, that I and/or my company may sustain from this service. You also waive the right to sue in a court of law for anything relating to this service or agreement that has not been a direct breach of this agreement and only after you bring any issue to the attention of Agency, in writing, and allow up to 7 business days to remedy those issues may you have the right to sue. You also agree to not publicly disparage Agency in anyway. Agency may, at anytime by providing a seven calendar day notice, cancel any hosting and editing packages. If Agency terminates Clients hosting, Agency will refund a prorated portion of unused hosting fees. Agency reserves the right, at its sole discretion and without penalty, to cancel contract and refund any money paid within 30 days should Agency become aware of a pricing error, unauthorized addendum, or any additional errors that agency has been made aware of.
Domain Name: Agency will only make record changes and offer complimentary support on domains we have in our GoDaddy account. If you choose to remain the account holder all changes and updates will need to be performed by you or your IT company. If you require Fusion Group USA’s assistance making changes or updating records, we will bill you $89 per hour with a 15 minute minimum fee.
Email Hosting: Email hosting is included free of charge in your hosting package. Fusion Group does not provide complimentary setup for email accounts. Should you require assistance setting up email accounts on your devices or computers we will bill you a one time $99 set up fee for up to 5 devices. We do provide detailed instructions on how to set up your accounts should you not want to pay for this service.
Hosting and Editing Further Defined: After execution of this agreement Agency will include 12 months of our “Standard” hosting package complimentary. Hosting will auto renew, with OR without advanced notice to you for an additional 12 months billed in monthly installments of $39.99 per month or $399 per year, payment at your discretion. Each renewal term is a minimum 12 months. Should you choose to upgrade to our “Full Service” hosting within the 1st year, this will cancel your current plan and commit to a new 12 month hosting agreement, Agency will bill you a pro rata difference to the end of its new term. Should you choose to host the site with another provider, you will become immediately responsible for any and all updates, registrations, security, billing and support needed. All sites built by Agency under standard rate published on https://fusiongroupusa.com must be hosted on Fusion Group USA’s Servers. If you would like the site export Agency will bill you $129 per hour to remove and redevelop any proprietary or licensed code/plugin before an export can be sent. If Client hires Agency to develop a website property and has been provided a custom quotation indicating Client has right to a site export the previous statement does not apply.
The following are our hosting packages defined:
1. FULL SERVICE – $599 per year or $69.99 per month, all inclusive, Includes hosting, email, SSL, daily backups, unlimited full site editing and new page creation, training, support, and store management (if applicable). Agency will not create new graphic, text or art content or designs, we will only use what is provided to us.
2. STANDARD SERVICE – $399 per year or $39.99 per month, Hosting, email, SSL, support and monthly backups included, complimentary limited site editing on existing content only. Support is limited to our electronic platforms only (live chat, support form, design change form, etc.) Phone and in person support is an additional fee.
3. LIMITED HOSTING – $169 per year, Hosting, SSL, support and email are included. Plugin/software registration and editing services will be billed in addition when client requests these services.
Miscellaneous: This Agreement shall be binding upon the parties, their heirs, successors, assigns, and Client’s personal representatives. This Agreement constitutes the entire understanding of the parties. Its terms can be modified only in writing by Agency with a 30 day notice, except that the Client may authorize expenses or revisions orally, see https://fusiongroupusa.com/billing for our billing terms and conditions. Any modifications of this agreement that would cause the Client to receive less of service from Agency will be entitled to a partial refund for those items. Any dispute arising out of this agreement will be resolved by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions. This Agreement shall be governed by the laws of the State of Colorado and courts of such state shall have exclusive jurisdiction and venue.