Terms and conditions

We're not big fans of small print, but we have to have it. Please read these terms and conditions carefully.

Webfusion Internet Solutions Inc. (hereinafter referred to as "Webfusion") is a provider of Internet related services including connectivity, website hosting, and domain name services. These Terms and Conditions of Supply of Internet Services (these "Conditions") set out the terms and conditions under which Webfusion will provide Services to the Client (as such terms are defined below). These Conditions should be read in conjunction with the Acceptable Usage Policy, which can be viewed at: http://www.webfusion.com/about-webfusion/terms-and-conditions/acceptable-usage-policy and which forms part of the Agreement (as such term is defined below). These Conditions may be supplemented from time to time by order confirmation e-mails setting out specific details relating to services requested by the Client and, as so supplemented, will apply to the exclusion of any other terms and conditions including any which the Client may attempt to introduce. If there is ever any conflict of meaning between terms set forth in an e-mail and the terms set forth herein, the terms set forth herein shall govern.

By clicking through and confirming your agreement or logging into your account you are deemed to have accepted these Conditions and the Agreement.

These Conditions are divided into four parts, however all parts may not apply in every case:

  • Part 1 applies in all cases.
  • Part 2 applies where Webfusion has provided Third Party Software in connection with the Services.
  • Part 3 applies where the Services include ongoing support and maintenance services.
  • Part 4 applies where the Services include domain name registration services.

PART 1 - GENERAL PROVISIONS

back to top 1. Definitions

In these Conditions, the following expressions will have the following meanings, unless inconsistent with the context:

"Acceptable Usage Policy" is that certain policy that can be found at http://www.webfusion.com/about-webfusion/terms-and-conditions/acceptable-usage-policy.

"Agreement" is the agreement between Webfusion and the Client for the provision of Services formed by these Conditions, the Acceptable Usage Policy, the Order Confirmation(s), and any other policies that Webfusion makes available on its website, including, without limitation, Webfusion's Privacy Policy.

"Associated Company" in respect of either party, means a subsidiary or parent company of that party or any subsidiary of such parent company

"Business Day" is a day which is not a Saturday or Sunday or public or bank holiday in the United States of America

"Business Hours" means 9am to 5pm Eastern Standard Time on each Business Day

"Client Content" means all data, text, images, graphics, videos, logos and other content displayed or otherwise used by the Client in connection with the Services

"Client" is the individual or entity as identified on the Order Confirmation(s)

"Client System" is the Client's computer system used and/or owned by the Client in connection with the Services

"Conditions" refer to these terms and conditions (in four parts) to be read in conjunction with the Order Confirmation(s), Acceptable Usage Policy, and any other policies posted on Webfusion's website, which together form the Agreement.

"Defect" means any failure of the Services to function properly

"Domain Services" means those domain registration and other related services (if any) provided to the Client by Webfusion pursuant to the Agreement

"Fees" are the charges due to Webfusion by the Client under the Agreement in relation to the Services, as set out on the Order Confirmation(s)

"Intellectual Property Rights" means any and all patents, trade marks, service marks, copyright, rights in design, know-how, confidential information and all or any other intellectual or industrial property rights whether or not registered or capable of registration and whether existing in the United States of America or any other part of the world together with all or any goodwill relating to the same

"Netiquette" means generally accepted standards and codes of practice for use of the Internet, including but not limited to refraining from sending bulk unsolicited email, mail bombing or impersonating another person, organization or website

"Order Confirmation" is the order confirmation form(s) submitted by Webfusion to the Client by email or otherwise in writing for the provision of the Services, in response to the Client's order or request

"Services" means such implementation, hosting and other services (if any) provided to the Client pursuant to the Agreement, as described on a relevant Order Confirmation, together with any Support Services and Domain Services

"Support Services" means those support and maintenance services that may be provided to the Client pursuant to the Agreement and relevant Order Confirmation

"Support Hours" are the hours during which Webfusion will provide the Support Services

"Third Party Software" means any software identified as third party software (if any) to be provided to the Client pursuant to the Agreement, as set out in a relevant Order Confirmation

back to top2. Interpretation
  • 2.1 The headings used in the Agreement are inserted for convenience only and are not intended to be part of nor to affect the meaning or interpretation of any of the Agreement.
  • 2.2 In the Agreement the masculine includes the feminine and the neuter, and the singular includes the plural and vice versa as the context shall admit or require.
  • 2.3 The expression "person" means any individual, firm, body corporate, unincorporated association, partnership, government, state or agency of a state or joint venture.
  • 2.4 In the event of a conflict between the Agreement and any Order Confirmation, the conflict will be resolved according to the following order of priority: these Conditions, the Acceptable Usage Policy, any other policies that make up the Agreement, and finally the Order Confirmation.
  • 2.5 The words "include", "includes", "including" and "included" will be construed without limitation unless inconsistent with the context.
  • 2.6 The Agreement (as may be amended) forms the entire understanding of the parties in respect of the matters dealt within it and supersedes all previous agreements, understandings, warranties, terms, representations, and negotiations between the parties, whether express or implied, statutory or otherwise. The Client may not rely upon any representation made or given by any employee of Webfusion prior to or at the time of the Agreement being entered into
  • 2.7 The parties do not intend that any of the terms of the Agreement will be enforceable by any person not a party to it.
  • 2.8 References in these Conditions to clauses means clauses of these Conditions. References in these Conditions to the provisions of statutes or statutory instruments are deemed to include those provisions as amended or substituted.
back to top3. Service Provision
  • 3.1 The Services are described or referred to on the Order Confirmation(s). Webfusion agrees to supply the Services to the Client on the following conditions.These conditions are not an offer to provide service but merely a statement of the terms on which Webfusion would provide them.
  • 3.2 Webfusion reserves the right at any time and from time to time, to improve, correct, add to, delete, terminate, or otherwise modify all or any of the Services without notice.
  • 3.3 Without prejudice to its other rights and remedies, Webfusion may at any time in its sole discretion suspend the provision of the whole or any part of the Services (temporarily or permanently) with or without notice and will have no liability to provide the Services on the occurrence of any of the following events, as determined by Webfusion in its sole discretion:
    • 3.4.1 upgrade, repair, or maintenance of Webfusion's IT systems;
    • 3.4.2 issuance by any court, government official, or other legal authority of an order, subpoena, or other legal document which affects the Services;
    • 3.4.3 if the Client fails to pay any Fees or any other sums owing to Webfusion by the Client when they fall due;
    • 3.4.4 if an event occurs and Webfusion deems it to be appropriate to terminate the Agreement;
    • 3.4.5 if the bandwidth or computer memory used by the Client in relation to the Services exceeds any agreed or stipulated level and Webfusion determines in its sole discretion that suspension is necessary to protect all and any internet solutions provided by Webfusion from time to time;
    • 3.4.6 if the size of an email, mailing list or cron job used by the Client exceeds any agreed or stipulated size, level or frequency as may be set forth in the Client's Order Conformation and/or in the Acceptable Usage Policy and Webfusion determines in its sole discretion that suspension is necessary to protect all and any internet solutions provided by Webfusion from time to time;
    • 3.4.7 failure or deficiencies in the Client System relating but not limited to hardware, server corruption and security breaches; or
    • 3.4.8 failure by the Client to adhere to any of the provisions of the Agreement, including without limitation the terms of Webfusion's Acceptable Usage Policy.
  • 3.5 Where Webfusion suspends provision of the Services in accordance with the Agreement, any recommencement of the Services shall only occur after the Client has paid all relevant outstanding sums together with any relevant reinstatement fee (as published from time to time by Webfusion) and has accepted any revised payment terms requested by Webfusion (such as pre-payment). Webfusion shall be under no obligation to recommence the Services during non-Business Hours.
back to top4. No Warranty
  • 4.1 The Client acknowledges that, given the nature of such services, Webfusion cannot guarantee that the Services, when delivered via the Internet, will be uninterrupted or error free.
  • 4.2 TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED BY WEBFUSION TO THE CLIENT ON AN "AS IS" AND "AS AVAILABLE" BASIS AND NO WARRANTY OR REPRESENTATION (EXPRESS OR IMPLIED) OF ANY KIND ARE GIVEN IN CONNECTION WITH THE AGREEMENT INCLUDING WITHOUT LIMITATION AS TO SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, WEBFUSION GIVES NO WARRANTY OR REPRESENTATION THAT:
    • 4.2.1 THE SERVICES WILL MEET THE CLIENT'S REQUIREMENTS
    • 4.2.2 THE SERVICES WILL BE PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR
    • 4.2.3 ANY RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE, COMPLETE OR CURRENT.
  • 4.3 The Client's only recourse in the event of a failure by Webfusion to provide and deliver the Services will be a refund of any Fees paid during a period that Services related to such Fees were not provided. Any such refund shall be at the sole and absolute discretion of Webfusion.
back to top5. Client's Obligations
  • 5.1 The Client agrees that it shall:
    • 5.1.1 be responsible for keeping regular and full back ups of all material and data hosted by Webfusion on any web site or other system operated by the Client on a daily basis (or more frequent basis if required by best computing practice). For the avoidance of any doubt Webfusion does not back up any materials or data and will not attempt to restore any lost material or data of the Client's or any other Client Content;
    • 5.1.2 immediately notify Webfusion on becoming aware of any unauthorized use of all or any of the Services;
    • 5.1.3 remove or prevent access to any material hosted on any Client System which causes or is likely to cause the Client to be in breach of the Agreement;
    • 5.1.4 ensure that it has all necessary consents, permissions, waivers, and licences to make use of the Services;
    • 5.1.5 ensure that all material or data hosted by Webfusion on any web site operated by the Client from time to time or communicated through such site or using the Services is free from viruses and other harmful code and has appropriate security patches applied;
    • 5.1.6 independently monitor its use of the Services and its bandwidth in relation to the use of Services and report to Webfusion any use of bandwidth over and above those agreed or stipulated levels set out in the Order Confirmation, or any other misuse of the Services;
    • 5.1.7 be entirely liable for all activities conducted and charges incurred under its passwords and user names whether authorized by it or not and the Client acknowledges that Webfusion shall not be liable for any loss of confidentiality or for any damages arising from the Client's inability to comply with these Conditions;
    • 5.1.8 comply with any security policy notified to it from time to time by Webfusion and, in particular, ensure that all passwords and user names provided to it by Webfusion are at all times kept confidential, used properly and not disclosed to unauthorized people. If the Client has any reason to believe that any password or user name has become known to someone not authorized to use it or is being or is likely to be used in an unauthorized way or of any other breach of security then the Client will change all such passwords and inform Webfusion immediately;
    • 5.1.9 provide to Webfusion accurate and up to date contact information, including full legal name, mailing address, telephone number, and e-mail address, and ensure that all such contact information which it provides to Webfusion are at all times true, current, accurate and complete. The Client will promptly notify Webfusion of any change to such details and acknowledges that Webfusion will not be liable for any loss suffered or incurred by the Client as a result of its failure to notify such changes to Webfusion; and
    • 5.1.10 ensure that its systems (including the Client System) meet any minimum system specifications notified to the Client from time to time or as are generally required or recommended for the security of its systems.
    • 5.1.11 promptly provide to Webfusion and/or its consultants, employees and agents such information and assistance as they may reasonably require in order to be able to carry out the Services and any other obligations under the Agreement and will appoint a representative who is fully empowered and authorized to provide same.
    • 5.1.12 will procure any and all necessary licenses, consents, waivers, and/or rights from third parties (including intellectual property licences of computer software and website content including ring tones, videos and music) which are from time to time required in order for Webfusion to be able legally to provide the Services to the Client.
    • 5.1.13 complete its own checks to insure that any registration or renewal has been made successfully.
  • 5.2 The Client agrees that it shall not:
    • 5.2.1 use the Services and/or Client System or allow them to be used for any unlawful purpose or for the publication, linking to, issue or display of any unlawful material (including any pirated software or any material which is obscene, pornographic, threatening, malicious, harmful, abusive, defamatory or which breaches the rights including Intellectual Property Rights of any third party or which is or encourages criminal acts or contains any virus, worm, trojan horse or other harmful code) whether under United States law or regulation, the laws or regulations of the Client's country or any other place where the results of such purpose or the material in question can be accessed;
    • 5.2.2 use the Services and/or Client System or allow them to be used for the publication, linking to, issue or display of any material which in the absolute discretion of Webfusion may harm Webfusion or any of its Associated Companies or clients or bring Webfusion into disrepute;
    • 5.2.3 use the Services and/or Client System or allow them to be used in breach of Netiquette, including but not limited to the sending of spam;
    • 5.2.4 provide any technical or other information obtained from Webfusion and/or relating to the Services to any person which the Client is aware or ought reasonably be aware may directly or indirectly lead to a breach of Netiquette or of any law or regulation;
    • 5.2.5 in breach of Netiquette, use any service provided by any third party (including an internet web site and/or email) for the publication, linking to, issue or display of any material which refers to an internet web site hosted by Webfusion or any other products or services offered by Webfusion from time to time without Webfusion's prior written consent;
    • 5.2.6, do anything which may be dangerous or a nuisance or inconvenience or to disturb, threaten or abuse any Webfusion personnel or other Webfusion clients.
  • 5.3 The Client warrants that it has appropriate knowledge of how the Internet functions, the systems and products provided to it in connection with the Agreement and what types of use and content are and are not acceptable. The Client acknowledges that Webfusion shall have no obligation to:
    • 5.3.1 train the Client on its use of the Services;
    • 5.3.2 manipulate any material which the Client wishes to and/or does post on any web site or other system it operates (including any Client System) or any communication which it issues or sends in connection with any Services; or
    • 5.3.3 validate or vet such material for usability, legality, content or correctness.
  • 5.4 The Client also acknowledges that the services and products provided by Webfusion are standard packages which are not tailored to specific requirements of the Client, even if such requirements are communicated to Webfusion.
  • 5.5 If, in Webfusion's opinion, the Client is in breach of any of the provisions contained in this Section 5 or otherwise, then Webfusion may without prejudice to its other rights and remedies immediately without notice to the Client:
    • 5.5.1 suspend provision of the Services;
    • 5.5.2 terminate the Agreement; or
    • 5.5.3 amend or remove any Client Content and/or other content appearing on any website or other system hosted by Webfusion on behalf of the Client.
    • 5.5.4 notify appropriate public authorities (governmental or otherwise, including without limitation the police or other enforcement authority) of any such breach, as it deems necessary in its sole discretion.
  • 5.6 Where as part of the Services the Client is entitled (having obtained Webfusion's prior written consent) to partake in the Webfusion affiliate program and advertise the Services to third parties, then the Client will be subject to Webfusion's Affiliate Terms and Conditions.
  • 5.7 The Client warrants that they are located in the United States or in Canada. Where the Client accesses Webfusion's services from locations outside the United States, the Client does so on the Client's own initiative and is responsible for compliance with local laws.
back to top6. Payment Terms
  • 6.1 The Fees are payable to Webfusion subject to the following conditions:
    • 6.1.1 Fees payable monthly, quarterly or yearly will be paid in advance and will not be refundable in whole or part if the Agreement or any relevant part is terminated during the period to which the payment relates, unless it is terminated by Webfusion without cause. Clients will automatically be charged again at the end of their advance payment period for the next monthly, quarterly, or yearly advance payment period (as the case may be) unless the Client has followed the termination procedure as per clause 12.1.1;
    • 6.1.2 any set up fee will (unless stated otherwise) be payable immediately;
    • 6.1.3 additional Fees will become payable if the Client exceeds agreed or stipulated use levels, including but not limited to bandwidth. In the event that the Client exceeds the agreed or stipulated bandwidth Client will be notified and charged for such excess use in accordance with applicable rates.
    • 6.2 Any total sum for the fees set forth in an Order Confirmation is a fixed price quotation.
    • 6.3 Any sums payable by the Client to Webfusion under the Agreement are exclusive of any applicable taxes, levies or duties, which will be added to such sums and be payable by the Client at the appropriate rate.
    • 6.4 The Client agrees that its credit or debit card on file with Webfusion shall be automatically charged and/or debited as the case may be to cover the Fees.
    • 6.5 If Fees are not paid when due (e.g. because the credit or debit card on file is no longer valid or the transaction is otherwise rejected), the Client will be liable to pay interest on any sum outstanding from the due date for payment accruing at the rate of 1.5% per month until paid, without prejudice to Webfusion's other rights and remedies (including the right to suspend the Services).
    • 6.6 All Accounts that have overdue unpaid balances may be subject to suspension and collection activities, and may be submitted to a third party collection company. If a further payment falls due during the suspension of the Client's account then this will be added to outstanding balance owed by the Client.
    • 6.7 All sums payable to Webfusion under the Agreement must be paid in full with no set off or deduction.
    • 6.8 Webfusion reserves the right to make credit inquiries on the Client from time to time and to keep a record of such inquiries. Such records will not be shared with anyone outside of Webfusion and its Associated Companies, except as may be required, in Webfusion's discretion, to comply with a court order, subpoena, search warrant, national security letter, or other requests from law enforcement officials or as may be otherwise required by law.
    • 6.9 Where the Client authorizes payment of Fees by credit or debit card, Webfusion may deduct other amounts becoming payable to it under the Agreement under that credit or debit card without obtaining additional authorization from the Client.
    • 6.10 Without prejudice to any other of its rights and remedies, Webfusion will be entitled to remove the Client Content from its systems if any amount due under the Agreement is not paid within 21 days of its due date for payment. Webfusion is not required to back up such Client Content or return the same to the Client prior to any such removal or following termination of the Agreement for any reason.
back to top7. Confidential Information
  • 7.1 Customer shall:
    • 7.1.1 keep confidential all information obtained from Webfusion under or in connection with the Agreement ("Information");
    • 7.1.2 not disclose any Information to any third party without the prior written consent of Webfusion except to such persons and to such extent as may be strictly necessary for the performance of the Agreement or in accordance with a valid court order or subpoena, in which case the Client shall provide prompt notice of such mandated disclosure to Webfusion;
    • 7.1.3 not use any Information otherwise than for the purposes of the Agreement.
  • 7.2 The provisions of clause 7.1 do not apply to Information which:
    • 7.2.1 is or becomes public knowledge (otherwise than by breach of this clause); or
    • 7.2.2 was in the possession of the party concerned without restriction as to its disclosure before receiving it from the disclosing party; or
    • 7.2.3 is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
  • 7.3 The provisions of this clause 7 will continue to apply notwithstanding termination of the Agreement.
  • 7.4 The Client, by entering into the Agreement, consents to Webfusion sending to the Client by whatever means Webfusion deems appropriate (whether by email or otherwise) information concerning new products and other services that Webfusion and its Associated Companies may from time to time offer. If the Client does not want to receive such information, the Client shall have the opportunity to elect to opt-out of receiving such information by following the instructions at contained in each such e-mail or by contacting Webfusion's customer support team.
back to top8. Intellectual Property
  • 8.1 The Client acknowledges and agrees that it will not own or acquire any rights under this Agreement in any Intellectual Property in or relating to the Services or created in performing the Services and that it will have no other rights in or to the Services other than the rights expressly granted by the Agreement.
  • 8.2 The Client will indemnify Webfusion from and against any and all costs, expenses (including without limitation reasonable attorney fees), liabilities, injuries, losses, damages, claims, demands, and judgments that Webfusion incurs or suffers as a result of any actual or alleged infringement of any Intellectual Property Right of any third party arising directly or indirectly from:
    • 8.2.1 the provision by Webfusion of Services making use of information or specifications supplied by the Client;
    • 8.2.2 the Client's failure to procure all necessary rights from third parties which are from time to time required in order for Webfusion to be able legally to provide the Services; or
    • 8.2.3 the use by Webfusion in connection with the Agreement of the Client System and the Client Content.
back to top9. Limitation of Liability

THE CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT, TO THE FULLEST EXTENT UNDER APPLICABLE LAW, WEBFUSION SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WEBFUSION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (i) THE USE OF OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES PROVIDED HEREUNDER; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, DATA, USER-CONFIGURED SETTINGS, OR UPLOAD CONTENT; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE AGREEMENT OR THE SERVICES. UNDER NO CIRCUMSTANCES WILL WEBFUSION OR ITS ASSOCIATED COMPANIES LIABILITY UNDER THIS AGREEMENT FOR A GIVEN CLAIM EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID TO WEBFUSION BY THE CLIENT FOR THE SERVICES.

back to top10. Client Indemnity

The Client shall defend, through counsel reasonably acceptable to Webfusion, indemnify, and hold harmless Webfusion and its Associated Companies and their respective shareholders, directors, officers, employees, agents, successors and assigns (the "Indemnified Parties"), from and against any and all claims, demands, losses, expenses, damages, costs, debts, liens and liabilities, including reasonable attorneys' fees and costs sustained or incurred by or on behalf of the Indemnified Parties, that arise from, directly or indirectly, proximately or remotely, any of the following: (i) any act or omission by the Client, its employees, representatives, and/or its subcontractors; (ii) any breach in a representation, covenant, agreement, responsibility or obligation of the Client contained in the Agreement; (iii) any claims that the Client has infringed on the patent, trademark, copyright, trade secret, or other proprietary rights of any third party; (iv) the Client's use or misuse of the Services; and/or (v) the failure of the Client to comply with applicable laws.

back to top11. Force Majeure

Other than with respect to the Client's payment obligations, neither party shall be liable to the other party for any failure to meet its obligations under the Agreement arising by reason of force majeure, which means, in relation to either party, circumstances beyond the reasonable control of that party including acts of God, acts of any governmental authority, war or national emergency, riots, civil commotion, fire, network failure, systems fault, unauthorized use or access to the IT systems of Webfusion or the Client, explosion, flood, epidemic, lock outs (whether or not by that party), strikes and other industrial disputes (in each case, whether or not relating to that party's workforce), restraints or delays affecting shipping or carriers, inability or delay in obtaining supplies of adequate or suitable materials and currency restrictions, to the extent outside of its reasonable control.

back to top12. Term and Termination

Without prejudice to the remaining provisions of this clause 12 and any other rights and remedies available to Webfusion:

  • 12.1 Webfusion will provide the Services for the period stated on the Order Confirmation (such period being termed the "Initial Period") and will continue beyond the Initial Period, subject to termination by:
    • 12.1.1 the Client upon providing 30 days' notice to Webfusion at any time after the Initial Period in accordance with Webfusion's prescribed procedures for terminating the whole or any part of the Agreement located on Webfusion's website; or
    • 12.1.2 Webfusion upon providing 30 days' notice to the Client at any time after the Initial Period.
  • 12.2 Webfusion may immediately terminate the Agreement (or at its option, any part of it) without notice if the Client fails to pay to Webfusion any sum due under the Agreement after the due date for payment or is otherwise in breach of any provision of the Agreement, including with out limited to the Acceptable Usage Policy or Clause 5 hereof.
back to top13. Consequences of Termination
  • 13.1 Termination of the Agreement is without prejudice to the rights and duties of either party accrued prior to termination.
  • 13.2 The clauses of the Agreement which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.
  • 13.3 Webfusion may, without notice and without backing up, remove the Client Content from its systems following termination.
  • 13.4 Upon termination of the Agreement, the Client will immediately:
    • 13.4.1 cease to use the Services; and
    • 13.4.2 pay all outstanding amounts due pursuant to the Agreement.
  • 13.5 In the event of termination of the Agreement by the Client prior to completion of the Initial Period, the Client remains obligated to pay for Services for the remainder of the Initial Period.
  • 13.6 If following termination Webfusion is unable to cancel any registration of a domain name registered on behalf of the Client, it may levy a minimum charge to cover the cost of the domain registration fee.
back to top14. Severability

The illegality, invalidity or unenforceability of any provision of the Agreement will not affect the legality, validity or enforceability of the remainder. If any such provision is found by any court or competent authority to be illegal, invalid or unenforceable, the parties agree that they will substitute provisions in a form as similar to the offending provisions as is possible without thereby rendering them illegal, invalid or unenforceable.

back to top15. Waiver
  • 15.1 The failure or delay by either party in exercising any right, power or remedy of that party under the Agreement will not in any circumstances impair such right, power or remedy nor operate as a waiver of it. The single or partial exercise by either party of any right, power or remedy under the Agreement will not in any circumstances preclude any other or further exercise of it or the exercise of any other right, power or remedy.
  • 15.2 Any waiver by either party of a breach of or default under any of the terms of the Agreement by the other party is not deemed a waiver of any subsequent breach or default and in no way affects the other terms of the Agreement.
back to top16. Assignment and Subcontracting

The Client may not assign the benefit or delegate the burden of the Agreement nor sub-license any of its rights under the Agreement (including to its Associated Company) without the prior written consent of Webfusion. Any consent provided by Webfusion under this clause is given on condition that the assignee or licensee, as the case may be, agrees to comply with the terms of the Agreement as if they were the Client. Webfusion may sub-contract or assign any or all of its rights and obligations under the Agreement without notice, to an Associated Company or any other third party.

back to top17. Amendments

Webfusion may from time to time in its discretion amend any or all provisions the Agreement. The latest version of the Agreement shall be posted and available for viewing on Webfusion's website.

back to top18. Notices

Any notice to be given or made by the Client under or in connection with the Agreement must be in writing and sent to Webfusion at its address stated on the Webfusion website. Any notice to be given or made by Webfusion to the Client under or in connection with the Agreement shall be emailed to Webfusion and/or mailed to Webfusion at the contact address provided in the Order Confirmation or such other address as has been provided by Client to Webfusion. Every notice, if so addressed, is deemed to have been duly given or made, if delivered by hand, upon delivery at the address of the relevant party, if sent by email, on the date sent, if sent by prepaid first class post, two Business Days after the date of posting, and if transmitted by facsimile, at the time of transmission , provided that, where, in accordance with the above provisions, any notice would otherwise be deemed to be given or made on a day which is not a Business Day or after 4.00 p.m. on a Business Day, such notice shall be deemed to be given or made at 9.00 a.m. on the next Business Day.

back to top19. Applicable Law and Jurisdiction

The construction, performance and validity of the Agreement will be governed by the laws of the Commonwealth of Pennsylvania . The Client consents to the Pennsylvania courts having exclusive jurisdiction to settle any disputes which may arise out of or in connection with it.

PART 2 - THIRD PARTY SOFTWARE

back to top20. Third Party Software

Any Third Party Software is supplied to the Client on the basis of the relevant third party's standard licence terms provided to the Client with the relevant Third Party Software and with which the Client agrees to comply. WEBFUSION EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO ANY AND ALL THIRD PARTY SOFTWARE.

PART 3 - SUPPORT SERVICES

back to top21. Provision of Support Services
  • 21.1 Webfusion will provide the Support Services to the Client upon the terms and conditions set forth herein.
  • 21.2 Webfusion will only be obliged to provide the Support Services during Support Hours as detailed on the Webfusion website.
  • 21.3 The obligation of Webfusion to provide Support Services will not extend to:
    • 21.3.1 rectification of lost or corrupted data except where such loss is a direct result of a Webfusion server crash;
    • 21.3.2 Client Systems;
    • 21.3.3 attendance to faults arising from the Client's failure to comply with Webfusion's instructions with regard to the use of the Services or any documentation or manuals provided by Webfusion, or operator error or omission; or
    • 21.3.4 attendance to faults attributable to the use or interaction of Third Party Software.
  • 21.4 Scope of Support Services
  • 21.5 Webfusion will operate a helpline service to assist the Client in relation to the Client's use of the Services and the identification and correction of Defects. Assistance via this helpline service may be requested by the Client and provided by Webfusion by telephone, email, or via a helpdesk ticket system provided by Webfusion. The service will be obtained by calling such numbers or emailing such addresses or logging into such ticketing systems, as are posted by Webfusion on its website.
  • 21.6 If a Defect occurs, the following procedure will be followed:
    • 21.6.1 the Client will notify Webfusion of the Defect and provide such information and assistance as Webfusion reasonably requires in connection with such Defect; and
    • 21.6.2 Webfusion will analyze the Defect and use its reasonable endeavours to rectify the Defect in question or propose a solution in connection with the same.
    • 21.7 Webfusion reserves the right, at any time and from time to time, to change the scope of the Support Services offered and/or to discontinue any of the Support Services offered.

Part 4 - Domain Services

back to top22. Service Provision
  • 22.1 Webfusion will provide the Domain Services to the Client upon the terms and conditions set forth herein.
  • 22.2 The Client undertakes and warrants to Webfusion that the registration of any domain name requested by it (a "Requested Domain") and the manner in which it is to be directly or indirectly used:
    • 22.2.1 will not infringe any third party rights;
    • 22.2.2 is not being made in bad faith or could be considered to be an improper or abusive registration under the ICANN or Nominet dispute resolution policies; and
    • 22.2.3 is not being registered, and will at no time whatsoever be used, for any unlawful purpose
  • 22.3 The Client shall immediately inform Webfusion of any claim or potential claim against any domain names that it has registered though Webfusion, including but not limited to the Client's receipt of a cease and desist letter or the initiation of a dispute under the UDRP. The Client further agrees to notify Webfusion of any third party to whom its domain name is to be transferred and authorizes Webfusion to take any and all action necessary to effectuate such transfer.
  • 22.4 The Client acknowledges that, while Webfusion will use its commercially reasonable endeavours to register a Requested Domain on the Client's behalf, Webfusion will not be obliged to accept any request to register or continue to process any registration of a Requested Domain where such a Requested Domain is not capable of registration.
  • 22.5 For the avoidance of doubt, the Domain Services are limited to forwarding the application submitted by the Client for registration with the relevant naming authority. The Client agrees that it shall take sole responsibility to verify if the Requested Domain has been successfully registered with the appropriate authority. Upon successful registration, Webfusion will use reasonable endeavours to notify the Client of any renewal dates however Webfusion accepts no liability for the loss of registration of any Domain that has failed to be registered or renewed.
  • 22.6 Webfusion makes no representations or warranties (express or implied) of any kind (and they are expressly disclaimed) with respect to availability or likelihood of registration of any Requested Domain. The Client acknowledges that Webfusion cannot guarantee the reservation or registration of any Requested Domain and that the registration of such domain name will be subject to any registration requirements of the appropriate registry.
  • 22.7 The Client will at all times comply with the terms and conditions (from time to time existing) applying to the registration of domain names published by the UDRP and any other authority having similar force.
  • 22.8 If the Client wishes to transfer ownership of a Requested Domain then it will procure that all necessary consents to that transfer are obtained and will deliver up to Webfusion, on demand, documentary evidence of that all such consents have been obtained. The Client agrees that prior to transferring ownership of a Requested Domain to another person (the "Transferee") the Client will procure that the Transferee agrees in writing to be bound by the terms of the Agreement. A Requested Domain will not be transferred until Webfusion receives such written assurances as it requires that the Transferee is bound by the terms of the Agreement. Webfusion shall maintain discretion to reject any transfer for any reason.
  • 22.9 Webfusion will not transfer ownership of a Requested Domain until all Fees attributable to the Domain Services which are due have been paid by the Client to Webfusion.
  • 22.10 Webfusion may from time to time change the registrar that a Requested Domain is held with, at its discretion and without notice to the Client.
  • 22.11 The Client agrees and acknowledges that Webfusion will make registration information provided by the Client in relation to the Requested Domain available to ICANN, Nominet or any other appropriate registration authority, the registry administrators, and other third parties as applicable laws may require or permit including the police or other enforcement authority. The Client further acknowledges that Webfusion may make publicly available, or directly available to third party vendors, some, or all, of the domain name registration information provided, for purposes of inspection (such as through the WHOIS service) or other purposes as required or permitted by ICANN, Nominet and applicable law. The Client consents to any and all such disclosures, whether during or after the term of registration of the Requested Domain. The Client irrevocably waives any and all claims and causes of action arising from such disclosure or use of the domain name registration information by Webfusion.
  • 22.12 Webfusion will only allow a domain name owned or managed by the Client to be attached to the IPS tag of Webfusion or any of its Associated Companies if the Client has an active hosting account with Webfusion or one of its Associated Companies or is holding the domain name within a Webfusion holding account.

Terms and conditions