General

These are the standard terms of client business of SP Fusion Ltd (Nigeria) and SP Fusion UK Ltd, and all work undertaken by SP Fusion or any of its sub-brands (including SP Luxe) shall be subject to these terms unless specifically varied in writing and agreed by both parties. The contracting entity shall be identified on the client’s invoice or service agreement.

1. Service Request Detail

1. All service requests (bookings or orders) are regarded as provisional until written approval—either by email or signed document—is received from the Client and accepted by SP Fusion.
2. SP Fusion is under no obligation to continue holding provisional bookings beyond the given option date (usually ten working days from booking).
3. For the purposes of this Agreement, “working days” means Monday to Friday inclusive.

2. Price and Payment

1. All prices quoted by SP Fusion may be amended by mutual agreement with the Client to correct errors, omissions, or cost changes beyond SP Fusion’s reasonable control.
2. Any query arising from an invoice must be notified to SP Fusion in writing within ten working days of invoice receipt. Failure to do so renders the full invoice payable on the due date.
3. It is the responsibility of the Client’s authorised representative to inform all relevant parties of SP Fusion’s payment terms.
4. SP Fusion works to payment terms agreed upon during client registration.
5. Payments shall be made in ₦ (Naira) for Nigerian contracts and £ (Pounds Sterling) for UK contracts, as indicated on the invoice.
6. Additional Expenses – Any extra fees or costs arising from Client-requested changes not included in the agreed invoice will be invoiced separately after the event. Such expenses will be agreed in advance with the Client.

3. Cancellation

1. If the Client cancels the whole or part of a booking, the following terms apply:
   • Ten (10) days or more before the date of service delivery: an administration fee of 25% of the total Price plus any non-refundable payments already made.
   • Less than ten (10) days before service delivery: 100% of the total Price.
2. All cancellations must be received in writing and take effect from the date of receipt.
3. SP Fusion reserves the right to cancel a booking if more than 40% of the Client’s original contract changes; relevant cancellation charges will apply.
4. Any postponement caused by a Public Health Emergency declared by the Nigerian or UK government that directly affects service delivery will be treated as a cancellation under this clause. However, if a revised date is agreed within 12 months of the original date (subject to availability), prior payments will form a credit towards the rescheduled event, less any costs incurred.

4. Intellectual Property Rights (IPR)

1. All IPR in the creative brief, concept, or event materials belong to SP Fusion or relevant third-party owners.
2. Without SP Fusion’s written consent, the Client may not copy, distribute, or use such IPR beyond the specific contracted event.
3. The Client retains ownership of all materials or content created solely by the Client (“Client Created IPR”).

5. Artist and Talent Availability

1. SP Fusion will use reasonable endeavours to ensure the availability of any Artist or Talent identified in the booking.
2. SP Fusion shall not be liable for any delay or failure of performance due to Artist non-availability beyond its reasonable control.

6. International and Cross-Border Events

1. SP Fusion may undertake events outside Nigeria or the United Kingdom by special agreement. The Client shall be responsible for all costs associated with transporting personnel, equipment, and materials to the destination.
2. SP Fusion will use reasonable endeavours to comply with visa and customs requirements but shall not be liable for delays or cancellations arising from such matters.
3. The Client shall be liable for:
   • Equipment and material transport costs;
   • Travel expenses of staff and artists (flights, transfers, taxis);
   • Accommodation costs; and
   • Meals and refreshments.

7. Liability

Certain event activities may involve inherent risks. SP Fusion, its employees, or agents shall not be liable for damage, loss, delay, or expense except where caused by negligence or breach of contract by SP Fusion. Participants may be asked to sign a liability waiver for specific activities. Such waivers shall not exclude liability for property damage or personal injury resulting from SP Fusion’s negligence.

8. Force Majeure

SP Fusion shall not be liable for any delay or failure to perform obligations resulting from circumstances beyond its reasonable control, including acts of God, strikes, lockouts, fire, war, government restrictions, pandemics, or breakdown of machinery—whether occurring in Nigeria or the United Kingdom. SP Fusion shall be entitled to a reasonable extension of time to perform its obligations.

9. Severance

If any term of these Conditions is held invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be severed, and the remaining provisions shall remain in full force and effect.

10. Governing Law and Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with:

• The laws of the Federal Republic of Nigeria, where the contracting entity is SP Fusion Ltd (Nigeria); or
• The laws of England and Wales, where the contracting entity is SP Fusion UK Ltd.

The parties agree to submit to the exclusive jurisdiction of the courts in the relevant country.

11. Data Protection

1. Each party shall comply with all applicable data protection laws, including:
   • The Nigerian Data Protection Regulation (NDPR) where SP Fusion Ltd (Nigeria) is the contracting entity; and
   • The UK GDPR and Data Protection Act 2018 where SP Fusion UK Ltd is the contracting entity.
2. Subject access requests or privacy enquiries may be directed to: [email protected]
3. SP Fusion’s full Privacy Policy is available at www.spfusion.com/privacy

---

SP Fusion Ltd – Client Terms and Conditions
SP Fusion Ltd (Nigeria)
19 Jaiye Oyedotun Street, Magodo Phase 2, Lagos State, Nigeria

SP Fusion UK Ltd
1st Floor, North Westgate House, Harlow, Essex CM20 1YS, United Kingdom
Company No: 16573943

Emails: [email protected] | [email protected]
Website: www.spfusion.com