England and Wales · Computer systems design and related services

Terms and Conditions

These Terms and Conditions (“Conditions”) set out the comprehensive commercial terms on which PROPER WEB LTD (“Supplier”, “we”, “us”, “our”) supplies computer systems design and related services, IT consulting, software development, integration, support and related professional services to business clients (“Client”, “you”, “your”). Our principal place of business is 66 Paul Street, LONDON, EC2A 4NA United Kingdom. Telephone: +44 7245 678901. Email: assist@properweb.cloud. Website: https://properweb.cloud.

These Conditions apply to all quotations, statements of work, proposals, order acknowledgements and contracts for services unless we expressly agree otherwise in a signed written instrument. They are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales, without prejudice to our right to seek injunctive relief in any jurisdiction.

By instructing us to commence work, signing a statement of work, or otherwise accepting a proposal that references these Conditions, you agree to be bound by them. If you do not agree, you must not instruct us to proceed. These Conditions should be read alongside our Privacy Policy, Cookie Policy and Terms of Service published on https://properweb.cloud, which address website use and personal data. In respect of paid services, these Conditions prevail over the website Terms of Service where they conflict.

1. Definitions and interpretation

In these Conditions the following definitions apply unless the context otherwise requires.

Agreement means the contract between PROPER WEB LTD and the Client comprising these Conditions, the applicable statement of work, any schedules, and any documents expressly incorporated in writing.

Background IP means intellectual property owned or licensed by a party prior to the commencement date or developed independently of the services.

Client Materials means data, content, software, credentials, trademarks, specifications and other materials provided by the Client for use in connection with the services.

Confidential Information means information disclosed by a party that is marked confidential or would reasonably be understood to be confidential, including commercial terms, source code, security details, business plans and personal data.

Deliverables means the work product expressly identified as deliverables in a statement of work, excluding tools, libraries and know-how that form part of our general methodology unless assigned in writing.

Fees means the charges payable for the services as set out in the statement of work or rate card, plus expenses and taxes where applicable.

Personal Data, Controller, Processor, Data Subject and Processing have the meanings given in UK GDPR and the Data Protection Act 2018.

Services means the computer systems design, IT consulting, software development and related services described in the Agreement.

Statement of Work or SOW means a written document describing scope, fees, timelines, assumptions and dependencies for a particular engagement.

UK GDPR means the United Kingdom General Data Protection Regulation as retained and amended in UK law.

Headings are for convenience only and do not affect interpretation. Words importing the singular include the plural and vice versa. References to statutes include amendments and re-enactments. A reference to writing includes email to assist@properweb.cloud or another address notified for contractual notices, unless a wet-ink signature is expressly required.

If there is a conflict between documents forming the Agreement, the following order of precedence applies unless the SOW expressly states otherwise for a specific clause: (1) the signed SOW for that engagement; (2) these Conditions; (3) any schedules; (4) the proposal; (5) any other referenced documents. Website marketing content on https://properweb.cloud does not form part of the Agreement unless expressly incorporated.

2. Basis of contract

A quotation issued by PROPER WEB LTD is not an offer capable of immediate acceptance creating a contract unless stated to be a firm offer open for a specified period. The Client’s purchase order or written instruction constitutes an offer to purchase services in accordance with these Conditions. The Agreement is formed when we issue written acceptance, commence services with the Client’s knowledge, or both parties sign the SOW.

These Conditions apply to the exclusion of any other terms that the Client seeks to impose or incorporate, including terms on purchase orders, or which are implied by trade, custom, practice or course of dealing, except terms implied by law that cannot be excluded.

Any variation to the Agreement must be agreed in writing by authorised representatives of both parties. Email confirmation between authorised contacts may constitute writing for change control, provided the change is clearly described and accepted.

The Client warrants that the individual instructing PROPER WEB LTD has authority to bind the Client. If that warranty is breached, the individual may be held personally responsible to the extent permitted by the laws of England and Wales.

3. Scope of services

We shall provide the Services with reasonable care and skill consistent with professional standards reasonably expected of a competent United Kingdom IT consultancy engaged in computer systems design and software development.

The scope, deliverables, acceptance criteria, timeline and fees are defined in the SOW. Work outside scope requires a change request. We are not obliged to perform out-of-scope work without written agreement on fees and schedule impact.

Unless the SOW states otherwise, Services are provided on a business-days basis aligned to United Kingdom public holidays as observed in England and Wales. Remote delivery is the default. On-site work at the Client’s premises or at 66 Paul Street, LONDON, EC2A 4NA United Kingdom may be arranged subject to availability, access and expenses.

We may use subcontractors provided we remain responsible for their performance as if they were our own employees. We shall impose confidentiality and data protection obligations no less protective than those in these Conditions.

Estimates of effort or duration are good-faith approximations based on assumptions stated in the SOW. If assumptions prove incorrect, or Client dependencies are delayed, we may revise estimates through change control.

Advice given in workshops or consulting sessions is based on information available at the time. The Client remains responsible for decisions about its business, risk appetite, compliance posture and production releases, except where the SOW expressly assigns a specific decision as a Deliverable we must make.

4. Client obligations and dependencies

The Client shall provide timely access to personnel, systems, environments, documentation and Client Materials reasonably required for the Services. Delays in Client dependencies may result in rescheduling and additional Fees.

The Client shall ensure that Client Materials do not infringe third-party rights and that the Client has all licences and consents needed for us to use them to perform the Services.

The Client shall maintain appropriate backups of its systems and data. Unless the SOW expressly includes backup administration, PROPER WEB LTD is not responsible for loss of Client data existing outside environments we control under the Agreement.

The Client shall designate a primary contact authorised to provide instructions and approvals. Instructions from that contact may be relied upon by us. Conflicting instructions from multiple stakeholders may be escalated and may pause work until resolved.

The Client shall obtain and maintain all licences for third-party software that the Client requires us to use or integrate with, except where the SOW states that we will procure a named licence as a disbursement.

The Client is responsible for user acceptance testing resources and timely feedback within the windows set in the SOW. Silence after the acceptance window may be treated as deemed acceptance as described in the acceptance clause.

5. Change control

Either party may request a change to scope, Deliverables, timeline or Fees. We will assess impact on cost, schedule and risk and issue a written change request summary. No change is binding until approved in writing by both parties.

If the Client asks us to proceed with a change urgently before formal approval, and we agree in writing to proceed on that basis, the Client shall pay reasonable Fees for work performed even if the formal change is later rejected, unless we acted contrary to a clear written stop instruction.

Reprioritisation of backlog items within an agreed agile capacity does not require a formal change request if it does not increase total capacity purchased for a sprint or month. Increases in capacity or addition of new workstreams require change control.

Material regulatory changes affecting the Services may necessitate changes to approach and Fees. The parties shall negotiate in good faith. If agreement cannot be reached, either party may terminate the affected SOW on written notice, subject to payment for Services performed and committed non-cancellable costs.

6. Fees, invoicing and payment

Fees may be fixed price, time and materials, retainer, or another model stated in the SOW. Time and materials work is charged at the rates in the SOW or our current rate card if none are stated. Rates may be reviewed annually on written notice.

Unless otherwise stated, Fees are exclusive of value added tax and other applicable taxes, which the Client shall pay at the rate required by law. The Client shall pay invoices within fourteen days of the invoice date unless the SOW specifies a different period.

We may invoice monthly in arrears for time and materials, on milestones for fixed price, or as otherwise stated. Expenses pre-approved in writing, including reasonable travel for work away from our ordinary remote delivery model, will be recharged at cost or as agreed.

Late payment entitles us to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998, and to suspend Services after providing at least seven days’ written notice of continued non-payment. Suspension does not waive amounts due.

Fixed price Fees assume the accuracy of Client information and the stated assumptions. If the Client expands scope or invalidates assumptions, we may adjust Fees through change control.

Objections to invoices must be raised in writing within ten days of receipt with reasonable detail. Undisputed portions remain payable on the due date. The parties shall cooperate to resolve disputed amounts promptly.

Unless the SOW states otherwise, deposits or mobilisation Fees are non-refundable to the extent of work already performed or costs already committed, and otherwise may be credited against future invoices for that SOW.

7. Acceptance of Deliverables

Where the SOW specifies acceptance criteria and an acceptance procedure, the Client shall perform acceptance testing within the period stated, or within ten business days of delivery if no period is stated.

The Client shall either accept the Deliverable in writing or provide a written rejection detailing non-conformities against the agreed acceptance criteria. Non-conformities must be reproducible and within scope. Preference changes and new features are not non-conformities.

We shall use reasonable efforts to remedy validated non-conformities within a reasonable period and re-submit for acceptance. This cycle may be repeated as set out in the SOW.

If the Client does not accept or reject within the acceptance period, or if the Client uses the Deliverable in a live production environment for business purposes other than agreed limited testing, the Deliverable shall be deemed accepted.

Acceptance does not affect the Client’s right to claim for latent defects that could not reasonably have been discovered during acceptance testing, subject to the warranty and liability clauses of these Conditions.

8. Intellectual property

Each party retains its Background IP. The Client grants PROPER WEB LTD a non-exclusive licence to use Client Materials solely to perform the Services.

Upon payment in full of Fees due for the relevant Deliverables, we assign to the Client the intellectual property rights in the bespoke Deliverables created specifically for the Client under the SOW, excluding Background IP, third-party components, and our residual knowledge.

We retain all rights in our tools, frameworks, scripts, templates, know-how, methodologies and generic modules developed or used in performing the Services. Where such materials are embedded in Deliverables, we grant the Client a non-exclusive, non-transferable, perpetual licence to use them as part of the Deliverables for the Client’s internal business purposes, unless the SOW grants broader rights.

Open source and third-party components are licensed under their applicable licences. The Client is responsible for complying with those licences in its further use and distribution. We will identify material third-party components when reasonably requested.

Until payment in full, we reserve all rights in unpaid Deliverables and may revoke licences granted for unpaid materials upon written notice after payment default remains unremedied.

The Client shall not remove proprietary notices from materials we provide. Portfolio rights are addressed in the publicity clause.

9. Confidentiality

Each party shall keep the other party’s Confidential Information confidential and use it only for performing the Agreement. Disclosure is permitted to employees, subcontractors and professional advisers who need to know and are bound by confidentiality obligations, and where required by law or regulation.

Confidentiality obligations do not apply to information that is public other than by breach, independently developed, already known without duty of confidence, or rightfully received from a third party without restriction.

Upon termination or request, a party shall return or securely destroy the other party’s Confidential Information, except for copies retained under legal hold, backup systems, or professional record-keeping, which remain subject to confidentiality.

Obligations under this clause continue for five years after termination, and indefinitely for trade secrets for so long as they remain trade secrets under the laws of England and Wales.

10. Data protection

Each party shall comply with UK GDPR and the Data Protection Act 2018 in connection with the Agreement. The parties acknowledge that the nature of processing will be set out in the SOW or a data processing schedule where we act as Processor.

Where PROPER WEB LTD acts as Processor, we shall process Personal Data only on documented instructions from the Client, ensure personnel confidentiality, implement appropriate security measures, engage sub-processors under written terms and with notice where required, assist with data subject rights and data protection impact assessments reasonably required, delete or return Personal Data at the end of services subject to legal retention, and make available information necessary to demonstrate compliance.

International transfers of Personal Data by us as Processor will use approved transfer mechanisms under UK law. The Client warrants that it has a lawful basis to provide Personal Data to us and that instructions are lawful.

Where each party acts as an independent Controller, each shall provide appropriate privacy notices to Data Subjects. Contact for privacy matters: assist@properweb.cloud, PROPER WEB LTD, 66 Paul Street, LONDON, EC2A 4NA United Kingdom, +44 7245 678901.

Details of website-related processing appear in our Privacy Policy and Cookie Policy on https://properweb.cloud and do not reduce contractual data protection commitments in an SOW.

11. Security

We shall implement technical and organisational security measures appropriate to the risk of the Services we provide, taking into account the state of the art, costs of implementation, and the nature of the information processed.

The Client remains responsible for security of its own networks, endpoint devices, identity providers and production configurations outside our contracted control, including timely application of patches we recommend where the Client operates the environment.

Security testing that involves aggressive vulnerability scanning or penetration testing of our systems or of Client systems hosted by us requires prior written authorisation and an agreed rules-of-engagement document. Unauthorised testing is prohibited.

If either party becomes aware of a security incident affecting the Services or Personal Data under the Agreement, it shall notify the other without undue delay and cooperate on investigation and mitigation, subject to law enforcement constraints and privilege.

12. Warranties

We warrant that Services will be performed with reasonable care and skill and that Deliverables will materially conform to the acceptance criteria in the SOW for a period of thirty days after acceptance unless a different warranty period is stated.

If the Client notifies us of a breach of the above warranty within the warranty period, we shall, at our option, re-perform the non-conforming Services or remedy the Deliverable. This is the Client’s exclusive remedy for breach of the performance warranty, except for rights that cannot be excluded by law.

We do not warrant that software will be entirely error-free or uninterrupted, or that it will meet needs not documented in the SOW. Third-party services and open source components are provided subject to their own terms and without warranty from us beyond our obligation to integrate them with reasonable care.

The Client warrants that it will not use Deliverables for unlawful purposes, high-risk activities for which they were not designed, or in breach of export controls applicable in the United Kingdom.

13. Indemnities

The Client shall indemnify PROPER WEB LTD against claims, damages and costs arising from Client Materials, Client instructions, Client modifications to Deliverables, or the Client’s breach of law or third-party terms, except to the extent caused by our negligence or wilful misconduct.

Subject to the liability cap, we shall indemnify the Client against third-party claims that unpaid-for assigned bespoke Deliverables infringe UK intellectual property rights, provided the Client gives prompt notice, allows us to control defence and settlement, and provides reasonable cooperation. We may procure rights, modify the Deliverable, or terminate the affected licence and refund Fees for the infringing portion.

We have no indemnity obligation for claims arising from Client Materials, combinations not supplied by us, modifications not made by us, or use contrary to documentation or the SOW.

14. Limitation of liability

Nothing in the Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under the laws of England and Wales.

Subject to the preceding paragraph, neither party shall be liable for loss of profits, loss of revenue, loss of anticipated savings, loss of goodwill, loss of data (except to the extent caused by breach of data protection or confidentiality obligations), business interruption, or any indirect or consequential loss, whether arising in contract, tort including negligence, or otherwise.

Subject to the non-excludable liabilities paragraph, our total aggregate liability arising out of or in connection with an SOW shall not exceed the total Fees paid under that SOW in the twelve months preceding the claim, or five thousand pounds sterling if greater Fees have not yet been paid, unless the SOW states a different cap.

The Client agrees that the Fees reflect this allocation of risk and that the cap is reasonable given the nature of computer systems design and software development services.

15. Insurance

PROPER WEB LTD shall maintain professional indemnity and public liability insurance at levels commercially reasonable for a consultancy of our size and industry. Evidence of insurance will be provided on reasonable request. Insurance does not increase the liability cap except where required by law.

16. Non-solicitation

During the Agreement and for six months after termination, neither party shall solicit for employment the other party’s personnel who were materially involved in the Services, without prior written consent. This does not restrict responding to general public advertisements not targeted at such personnel. If breached, the breaching party shall pay liquidated damages equal to three months’ gross fees for the individual, which the parties agree is a genuine pre-estimate of loss relating to recruitment and replacement costs.

17. Publicity and portfolio

We may identify the Client as a client and describe the nature of the engagement in a factual manner on https://properweb.cloud, in proposals and in credentials, unless the Client notifies us in writing that it requires prior approval or confidentiality. We shall not disclose Confidential Information in publicity.

Case studies that include detailed metrics or unpublished screenshots require Client approval before publication.

18. Term and termination

Each SOW continues until completion of the Services or earlier termination in accordance with these Conditions. These Conditions continue to apply to obligations that by nature survive, including intellectual property, confidentiality, data protection, liability and accrued payment obligations.

Either party may terminate an SOW for material breach if the breach remains unremedied thirty days after written notice specifying the breach, or immediately if the breach is not reasonably remediable.

Either party may terminate immediately if the other becomes insolvent, enters administration, or suffers an analogous event under the laws of England and Wales.

We may terminate or suspend if the Client fails to pay undisputed amounts when due and fails to remedy within seven days after notice, or if continuing would breach law or expose us to unacceptable security risk.

Upon termination the Client shall pay for Services performed and Deliverables provided up to the effective date, and for committed non-cancellable costs reasonably incurred. Provisions intended to survive will survive.

19. Force majeure

Neither party is liable for delay or failure to perform due to events beyond reasonable control, including failure of utilities, significant internet backbone failures, acts of God, war, terrorism, pandemic measures, strikes other than of the affected party’s workforce, and governmental action. The affected party shall notify the other and use reasonable efforts to mitigate. If force majeure continues for more than sixty days, either party may terminate the affected SOW without liability other than payment for Services performed.

20. Export and sanctions

The Client shall not export, re-export or use Deliverables in breach of United Kingdom sanctions or export control laws. The Client warrants that it is not a sanctioned party and is not owned or controlled by a sanctioned party. We may suspend Services if we reasonably believe continued performance would breach sanctions law.

21. Service models and engagement types

PROPER WEB LTD offers several engagement models to suit different Client needs in computer systems design and related services. Fixed-price projects are appropriate where scope can be defined with precision and change is expected to be limited. Time and materials engagements are appropriate where discovery is ongoing, priorities shift, or the Client wishes to retain flexible backlog control. Retainer arrangements provide reserved capacity each month for advisory, development or support work. Hybrid models may combine a fixed discovery phase with a subsequent flexible build phase.

The SOW will identify the chosen model. Mixing models without clear documentation creates ambiguity about acceptance and invoicing; therefore any hybrid approach must describe which workstreams are fixed and which are flexible. Clients should not assume that unused retainer hours automatically roll over unless the SOW expressly provides for rollover and states any expiry of rolled hours.

For agile engagements, capacity is typically expressed in person-days or sprint commitments. The Client product owner is responsible for prioritisation. We are responsible for forecasting delivery within the purchased capacity and for raising risks early when capacity appears insufficient for the Client’s desired outcomes. Failure by the Client to prioritise does not oblige us to expand capacity without change control.

Discovery workshops may produce recommendations, roadmaps and architecture options. Unless the SOW states that a particular option will be implemented, discovery outputs are advisory Deliverables. Implementation requires a subsequent SOW or an agreed change that funds the build.

Support and maintenance services, if purchased, are described separately in the SOW with response targets that are service objectives rather than guaranteed remedies, unless expressly stated as contractual service levels with credits. Credits, where offered, are the exclusive remedy for service level failure.

22. Environments, hosting and cloud accounts

Unless the SOW provides that PROPER WEB LTD will supply hosting, the Client shall provide cloud accounts, domains, certificates and environments. We can advise on configuration consistent with good practice for security and reliability, but the Client remains the contracting party with the cloud vendor unless we agree to resell or manage accounts as a named service.

Access credentials provided to us must be unique, revocable and least-privilege. The Client shall revoke our access promptly when no longer needed or upon termination. We shall not share Client credentials with unauthorised persons and shall store secrets using reasonable secure methods.

Production changes may require change windows and Client approval. Emergency changes to restore service may be made under an agreed incident process. We are not responsible for outages caused by Client-controlled infrastructure, third-party cloud failures, or upstream providers outside our reasonable control.

If we host demo or staging environments on our infrastructure for temporary purposes, those environments are not suitable for live personal data unless expressly agreed with appropriate security and data processing terms. Temporary environments may be decommissioned after the engagement unless migration is agreed.

Domain registration, DNS management and email deliverability involve third parties. Timelines depending on DNS propagation or certificate issuance are estimates. The Client must ensure that WHOIS and domain contacts remain accurate.

23. Software development standards

We apply engineering practices appropriate to the engagement, which may include version control, code review, automated testing proportionate to risk, continuous integration where environments allow, and documentation of material architectural decisions. The precise toolchain will be agreed during mobilisation and may evolve.

Code style and repository structure will follow standards agreed with the Client or, if none are stated, our internal standards for readable maintainable software. The Client may request adherence to its standards if provided at the start of the engagement; late imposition of new standards may require change control.

Technical debt may be incurred intentionally to meet deadlines. We will identify significant debt and recommend remediation. The Client decides whether to fund remediation. We are not liable for future costs of technical debt that the Client elects to defer.

Browser and device support matrices, accessibility targets, and performance budgets must be stated in the SOW to be binding. In the absence of stated targets, we will build to contemporary mainstream browsers on a best-efforts basis without guaranteeing support for obsolete platforms.

Third-party application programming interfaces may change without notice. We will use reasonable efforts to adapt integrations within the agreed capacity. Material API changes by third parties that require substantial rework are subject to change control.

24. Testing and quality assurance

Testing responsibilities will be allocated in the SOW. Typically we provide developer testing and basic verification of acceptance criteria, while the Client provides user acceptance testing and business validation. Dedicated test consultancy can be scoped as an additional service.

Automated test coverage targets, if any, must be specified. One hundred per cent coverage is rarely proportionate; we recommend risk-based coverage. Flaky tests will be addressed reasonably but may be quarantined temporarily to preserve pipeline integrity.

Performance, load, accessibility and security testing are included only if listed in the SOW. If the Client requires such testing late in the project, schedule and Fees may change.

Defect severity classifications should be agreed. Critical defects block acceptance; cosmetic issues may be deferred to a subsequent release without withholding acceptance of core functionality, provided a remediation plan is agreed.

25. Documentation and knowledge transfer

Documentation Deliverables are limited to those listed in the SOW. Reasonable in-code comments and README materials for developer handoff are typically included in development engagements. Extensive end-user manuals, training courses and video assets require explicit scoping.

Knowledge transfer sessions may be scheduled near the end of an engagement. The Client shall ensure the right attendees are present. Additional sessions may be charged at time and materials rates.

We are not obliged to provide perpetual informal support after project closure unless a support retainer is in place. Ad hoc questions after closure may be answered at our discretion or under a new SOW.

26. Personnel and key people

We will assign personnel with skills appropriate to the Services. We may replace personnel with others of reasonably equivalent competence. If a named key person is specified in the SOW, we will use reasonable efforts to maintain continuity and will notify the Client of unavoidable replacements.

Personnel remain our employees or contractors. Nothing in the Agreement creates a partnership, joint venture or employment relationship between the Client and our personnel. The Client shall not supervise our personnel as employees, though it may provide project priorities and feedback on Deliverables.

We determine working methods, tools and schedules consistent with delivery commitments. The Client shall provide a safe environment for any on-site work and shall brief us on site rules at the Client location. When visiting our premises at 66 Paul Street, LONDON, EC2A 4NA United Kingdom, Client personnel shall follow visitor procedures we communicate.

27. Independent contractor status

PROPER WEB LTD is an independent contractor. We control the manner and means of performing the Services, subject to the SOW requirements. We may provide services to other clients, including clients in the same industry, provided we do not misuse the Client’s Confidential Information.

Nothing grants either party authority to bind the other to third-party obligations or to hold itself out as agent except as expressly authorised in writing for a specific purpose such as procurement on the Client’s behalf.

28. Compliance with laws

Each party shall comply with laws applicable to it in connection with the Agreement, including anti-bribery laws such as the Bribery Act 2010, tax evasion prevention expectations under the Criminal Finances Act 2017 where relevant, and modern slavery transparency expectations proportionate to our organisation.

The Client is responsible for sector-specific regulatory compliance of its products and operations, including financial services, healthcare or public sector obligations, unless the SOW expressly assigns specific compliance implementation tasks to us. We can assist with technical controls but legal determinations remain the Client’s responsibility unless we are separately engaged for qualified legal advice, which we do not provide as a law firm.

PROPER WEB LTD does not provide reserved legal services. Content on https://properweb.cloud and in Deliverables of a legal-looking nature is operational or technical and must not be treated as legal advice.

29. Anti-bribery and ethics

Neither party shall engage in bribery or corrupt practices. The Client shall not request that we make improper payments. We may terminate immediately if we reasonably believe the Client has engaged in bribery related to the Agreement.

Gifts and hospitality must be modest, transparent and lawful. Cash gifts are prohibited. Conflicts of interest must be disclosed promptly to assist@properweb.cloud or the Client’s nominated compliance contact.

30. Audit rights

No more than once in any twelve-month period, and on thirty days’ notice, the Client may audit our compliance with data protection and security obligations relevant to the Services, through documentary review and remote interviews, during business hours, in a manner that does not unreasonably disrupt our operations or compromise other clients’ Confidential Information.

On-site audits at 66 Paul Street, LONDON, EC2A 4NA United Kingdom require additional agreement on scope and security. Third-party auditors must be reasonably acceptable to us and bound by confidentiality. The Client bears audit costs unless a material breach is discovered, in which case we shall bear reasonable audit costs directly related to that breach.

31. Governance and reporting

Project governance structures will be agreed during mobilisation. Typical governance includes a weekly status update, a risk and issue log, and a monthly steering summary for larger engagements.

Reports may be delivered by email to nominated contacts. The Client shall read reports and raise concerns promptly.

Failure to read reports does not transfer responsibility for Client decisions back to PROPER WEB LTD. Escalation paths should identify commercial and technical contacts on both sides.

If the Client requires attendance at additional governance forums, capacity will be drawn from the purchased services or charged additionally. Written decisions arising from governance meetings should be recorded and shared.

Silence after circulation of minutes may be treated as acceptance of the recorded decisions if the minutes so state and a reasonable objection window is given. Governance does not replace formal change control for scope and Fee changes.

PROPER WEB LTD may pause work where governance decisions required to proceed are not provided within agreed timeframes, and such pause shall extend timelines accordingly without liability for delay caused by the pause.

32. Risk management

Software and consulting projects involve inherent uncertainty. We will maintain a risk register for material engagements and discuss mitigations with the Client.

The Client acknowledges that residual risk cannot be eliminated entirely. Decisions to proceed with known risks rest with the Client.

We are not liable for outcomes that materialise from risks that were identified and accepted by the Client in writing, except to the extent caused by our failure to exercise reasonable care in implementing agreed mitigations that were within our control and funded. Security risks related to legacy systems retained by the Client remain the Client’s responsibility.

Commercial risks related to market adoption of the Client’s products remain the Client’s responsibility. Schedule risk arising from third-party vendors contracted by the Client remains with the Client unless we were engaged to manage those vendors under an explicit SOW obligation with corresponding Fees.

33. Accessibility and inclusion

If the Client requires conformance to a specific accessibility standard such as WCAG at a stated level, that requirement must appear in the SOW with a testing approach. In the absence of such a requirement, we will apply reasonable professional judgement for inclusive design without warranting a particular conformance level.

Remediation of accessibility findings discovered after acceptance may be scoped as additional work. Third-party components may limit achievable accessibility; we will highlight known limitations when identified during the engagement.

The Client is responsible for editorial content accessibility such as alternative text for images it supplies and captions for media it provides.

34. Content and moderation

Where Deliverables include content management capabilities, the Client is responsible for content published through those capabilities after handover. We are not a publisher of Client content.

The Client shall ensure content complies with applicable law including defamation, intellectual property, advertising standards and data protection. We may remove or disable content hosted on infrastructure we operate if we reasonably believe it is unlawful or creates acute security risk, and we will notify the Client where legally permitted.

Notice and takedown procedures may be agreed in the SOW for platforms operated as an ongoing service.

35. Backup and disaster recovery

Backup and disaster recovery obligations exist only if specified in the SOW. Where specified, recovery time and recovery point objectives are targets unless expressly guaranteed.

The Client should maintain its own business continuity plans. Testing of disaster recovery is included only if listed.

Corruption of data caused by Client users or Client scripts is not a disaster recovery event within our responsibility unless support terms expressly include restoration assistance, which may be chargeable.

36. Artificial intelligence and automated tooling

We may use software engineering assistance tools, including artificial intelligence coding assistants, to improve productivity, provided Confidential Information is handled in accordance with our policies and contractual duties. If the Client prohibits certain tools, it must state the prohibition in the SOW before work begins.

Outputs from assisted tooling remain subject to our human review standards appropriate to the risk of the Deliverable. The Client acknowledges that no coding assistant guarantees originality or fitness; our warranty commitments remain those stated in these Conditions.

Where the Client requires us to integrate artificial intelligence services into Client products, the Client is responsible for user disclosures, lawful basis for training data, and sector guidance applicable to automated decision-making, unless the SOW assigns specific implementation tasks to us.

37. Open source licence compliance

We will not knowingly incorporate copyleft components into proprietary Deliverables in a manner that would require the Client to distribute its proprietary source code, unless the Client approves that component in writing. Permissive open source components may be used routinely.

The Client should maintain an inventory of open source for its compliance programme. We will assist with generation of a software bill of materials if scoped.

Licence conflicts discovered late may require replacement work under change control if the original selection was approved or was consistent with an agreed policy.

38. Escrow and source release

Source code escrow is not included unless expressly agreed. If escrow is required, the parties will negotiate a tripartite escrow agreement with a reputable United Kingdom escrow agent.

Fees for escrow are payable by the Client unless otherwise agreed. Release conditions typically include insolvency events.

Escrow does not replace the Client’s obligation to pay Fees for Services performed.

39. TUPE and employment

The parties do not intend that the Transfer of Undertakings (Protection of Employment) Regulations 2006 should apply to the Services. If TUPE is alleged to apply, the parties shall cooperate in good faith.

The Client shall indemnify us against employment liabilities arising from Client employees or prior suppliers except to the extent caused by our acts. We shall similarly indemnify the Client in respect of our employees to the extent required by law in a relevant transfer scenario caused by our breach.

40. TUPE information and warranties

If either party becomes aware of circumstances indicating a potential relevant transfer, it shall notify the other promptly. The Client warrants that it has provided accurate information about any outgoing contractor personnel where relevant to a transition.

Failure to provide accurate information may result in additional Fees and timeline changes for transition planning at 66 Paul Street operations or remote teams supporting https://properweb.cloud related services.

41. Transition and onboarding

Onboarding activities typically include access provisioning, environment walkthroughs, stakeholder introductions, and agreement on communication channels such as email to assist@properweb.cloud for contractual notices and project tools for day-to-day discussion. The Client shall complete onboarding checklists within agreed periods. Delays in providing credentials, VPN access, or design assets will extend delivery dates. We may issue a mobilisation invoice as stated in the SOW. Knowledge from prior vendors should be shared candidly, including known defects and undocumented workarounds. We are entitled to rely on information provided during onboarding.

If information is incomplete, we may revise estimates. Onboarding may include security questionnaires; the Client shall not require answers that would disclose other clients’ Confidential Information. Reasonable questionnaire responses will be provided for engagements of appropriate size. Extensive procurement questionnaires beyond proportionate due diligence may be chargeable.

42. Offboarding and handover

At the end of an engagement we will provide a handover consistent with the SOW, which may include repository access transfer, documentation of outstanding issues, and revocation of our credentials. The Client shall cooperate in transferring registrations that were temporarily held in our name only if the SOW contemplated that arrangement. Outstanding Fees must be paid as a condition of final assignment of intellectual property as described in the IP clause. We may retain archival copies of project records as required for legal, accounting or professional indemnity purposes under United Kingdom requirements.

After offboarding, further assistance requires a new SOW or support retainer. The Client should ensure it has exported data it requires from tools we operated before access ends.

43. Support retainers

Support retainers provide access to advice and remedial work up to a purchased capacity. Unused capacity does not automatically roll over unless stated. Response times are measured during business hours in England and Wales on business days, excluding public holidays. Severity definitions will be agreed. Support does not include new feature development unless the retainer expressly allows a proportion of capacity for enhancements. Out-of-hours support requires a separate arrangement and enhanced rates. The Client must provide sufficient information to reproduce issues.

We may close tickets that await Client response for an extended period after reminders. Support for third-party SaaS platforms is limited to configuration we control under the SOW and does not include forcing third-party vendors to resolve their defects beyond reasonable advocacy.

44. Training services

Training, if included, will specify audience size, duration, format and materials. Recording of sessions requires prior agreement and may affect Fees. The Client is responsible for attendee devices and connectivity. Training does not certify competence for regulated roles unless a recognised certification body is expressly engaged. Materials provided for training remain subject to intellectual property terms. The Client may use training materials internally but shall not resell them. Additional attendees beyond the agreed number may incur Fees. Cancellation of scheduled training within five business days may incur a cancellation charge reflecting preparation already performed.

45. Workshops and facilitation

Facilitation services help stakeholders align on requirements and priorities. Outcomes depend on attendee engagement. We are not responsible if key decision-makers fail to attend. Workshop outputs will be summarised in writing. The Client should correct factual errors in summaries within five business days. Workshops are not mediation or legal negotiation services. Physical workshops at Client sites or at locations near 66 Paul Street, LONDON, EC2A 4NA United Kingdom may involve room and catering costs payable by the Client if not provided.

46. Research and experimental work

Spikes and proofs of concept are exploratory. They may conclude that a technical approach is unsuitable. Fees for exploratory work remain payable even if the conclusion is not to proceed. Experimental code may be of lower robustness than production Deliverables and should not be deployed to production without an explicit hardening phase. The Client accepts a higher uncertainty when commissioning research. We will state assumptions and stop conditions where practicable.

47. Performance and scalability

Scalability targets must be quantified to be enforceable. Vague aspirations to handle large scale are not acceptance criteria. Achieving scalability may require Client investment in infrastructure. We will recommend architecture options with trade-offs. Cost of cloud consumption is the Client’s responsibility unless a managed service with inclusive hosting is agreed. Sudden traffic spikes beyond planned capacity may degrade performance without constituting breach if infrastructure sizing was Client-approved.

48. Monitoring and observability

Monitoring may be configured if scoped. Alert routing must identify Client responders. We are not an around-the-clock operations centre unless a managed service SOW so provides. Alert fatigue mitigation is a shared responsibility. Observability data may contain Personal Data and must be handled under data protection terms. Retention of logs should be configured to balance security needs and minimisation principles under UK GDPR.

49. Incident management

Incident response processes should be agreed for production systems we support. The Client remains incident commander for business impact decisions unless we are expressly engaged as managed operator. Communication templates and status page responsibilities must be clear. Post-incident reviews aim at learning rather than blame. Remediation tasks identified in reviews may require additional funding if outside support capacity.

50. Business continuity of Supplier

PROPER WEB LTD maintains reasonable arrangements to continue Services despite staff absence, including knowledge sharing within the team. We do not guarantee that a particular individual will always be available. In a catastrophic event affecting our ability to operate from usual systems, we will communicate alternative contact methods. The Client should ensure it holds copies of critical materials in its own repositories. Contact channels include +44 7245 678901 and assist@properweb.cloud and https://properweb.cloud.

51. Notices

Formal notices under the Agreement shall be in writing and delivered by hand, tracked post, or email with confirmation of receipt, to the addresses set out in the SOW or to PROPER WEB LTD, 66 Paul Street, LONDON, EC2A 4NA United Kingdom, email assist@properweb.cloud, and to the Client’s registered office or nominated email. Notices are deemed received on the date of hand delivery, two business days after posting within the United Kingdom, or on the business day of positive email delivery confirmation if sent on a business day during business hours in England.

Either party may update notice details by notice to the other. Day-to-day project communications do not constitute formal notices unless expressly identified as such.

52. Assignment

The Client may not assign or transfer the Agreement without our prior written consent, not to be unreasonably withheld for assignment to an affiliate capable of meeting Client obligations. We may assign the Agreement to an affiliate or in connection with a merger or sale of our business, providing notice to the Client. Any attempted assignment in breach is void. These Conditions bind permitted successors and assigns.

53. Severability

If any provision of the Agreement is held invalid or unenforceable by a court of England and Wales, the remaining provisions continue in full force. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving commercial intent.

54. Waiver

Failure to enforce a right is not a waiver. Any waiver must be in writing and signed or clearly affirmed by email by the waiving party. A waiver of one breach is not a waiver of subsequent breaches.

55. Entire agreement

The Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes prior negotiations and representations, except that neither party excludes liability for fraudulent misrepresentation. The Client acknowledges it has not relied on statements not set out in the Agreement, including general statements on https://properweb.cloud, except as expressly incorporated.

56. Third party rights

Except as expressly stated, a person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term. This does not affect any right or remedy of a third party that exists other than under that Act.

57. Counterparts and electronic signature

The Agreement may be executed in counterparts, including electronic signature platforms and signed PDF copies exchanged by email, each of which is deemed an original. Electronic acceptance of an SOW referencing these Conditions is effective under the laws of England and Wales.

58. Further assurance

Each party shall execute documents and take steps reasonably required to give effect to the Agreement, including perfecting intellectual property assignments upon payment and completing data protection documentation.

59. Costs

Each party bears its own costs of negotiating the Agreement unless otherwise agreed. Enforcement costs may be recovered as permitted by court rules in England and Wales.

60. Relationship to website terms

These Conditions govern paid and contractual services. The Terms of Service on https://properweb.cloud govern general website use. The Privacy Policy and Cookie Policy govern personal data and cookies for website visitors and, where applicable, supplement data protection clauses. In commercial engagements, these Conditions and the SOW prevail for service delivery disputes.

61. Complaints and dispute escalation

If a dispute arises, the parties shall first attempt good-faith resolution through nominated managers within fourteen days of written escalation notice. If unresolved, either party may pursue mediation under a mutually agreed mediator in London before litigation, without prejudice to applications for interim relief. Nothing requires mediation where a party reasonably needs urgent court relief to protect intellectual property or Confidential Information. Escalation notices may be sent to assist@properweb.cloud and the Client’s contract notice address.

62. Governing law and jurisdiction

The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction.

63. Industry-specific acknowledgements

PROPER WEB LTD operates in computer systems design and related services, IT consulting and software development. Clients acknowledge that digital projects involve iterative refinement. Requirements evolve as users interact with early versions. The change control mechanism exists to manage that evolution fairly. Clients in regulated industries must disclose regulatory constraints early. Failure to disclose may lead to rework chargeable under change control. We will not knowingly implement features designed to facilitate unlawful activity.

If we discover that Services are being used for unlawful purposes, we may suspend and terminate.

64. Client reference environments

The Client shall maintain separate development, staging and production environments where proportionate. Testing against production data containing Personal Data should be avoided; anonymised or synthetic data is preferred under UK GDPR minimisation principles. If production data must be used in non-production environments, the Client shall approve that use in writing and ensure lawful basis and security controls. PROPER WEB LTD can assist with anonymisation strategies if scoped and funded.

65. Domain of website references

References to https://properweb.cloud in marketing materials describe our public presence and do not themselves create service level commitments for Client systems. Status of our marketing site is separate from Client production systems. Communications regarding Client systems should use project channels and assist@properweb.cloud as appropriate. Telephone contact on +44 7245 678901 is available during published business hours unless emergency support is purchased.

66. Record keeping

We maintain project and financial records as required by United Kingdom tax and company law and for professional indemnity purposes. Retention may outlast the SOW. Records containing Confidential Information remain protected. Subject access requests related to Personal Data are handled under data protection clauses and our Privacy Policy where we are Controller.

67. Interpretive examples of out-of-scope work

Unless listed in the SOW, the following are out of scope: creating original marketing copy beyond placeholder text; professional photography; paid media buying; legal drafting of consumer terms for the Client’s customers; penetration testing by a CREST provider; 24/7 operations; hardware procurement; cabling; and recruitment of the Client’s permanent staff. These examples are illustrative and not exhaustive. If required, they may be added through change control or a new SOW with appropriate specialists.

68. Cooperation with other suppliers

Where the Client engages multiple suppliers, we will cooperate reasonably, but we are not responsible for other suppliers’ delays or defects. Integration points should be defined. If another supplier’s interface is undocumented or unstable, additional Fees may apply. The Client shall appoint a coordinator with authority to resolve cross-supplier conflicts. We may decline instructions that require us to take responsibility for another supplier’s deliverables without due diligence and Fee adjustment.

69. Ethical boundaries and refuse work

We may refuse or cease work that we reasonably believe would facilitate unlawful surveillance, unauthorised access to computer systems, distribution of malware, or other illegal activity under the laws of England and Wales or the United Kingdom. We may also refuse work that presents unacceptable ethical or reputational risk. Fees for lawful work already performed remain payable. We will explain refusal at a high level where legally permitted.

70. Contact and company details for contracting

All contracting references to the Supplier mean PROPER WEB LTD of 66 Paul Street, LONDON, EC2A 4NA United Kingdom. Website https://properweb.cloud. Telephone +44 7245 678901. Email assist@properweb.cloud. Clients should verify that invoices match these details. Related public policies: Privacy Policy, Cookie Policy, and Terms of Service on our website. For portfolio examples see portfolio.html, for service descriptions see services.html, for company background see about.html, and for enquiries see contact.html. These Conditions were prepared for comprehensive commercial use under English and Welsh law for IT consulting and software development engagements.

71. Schedule principles for statements of work

Each statement of work should identify the Client entity, the Supplier entity as PROPER WEB LTD, the commencement date, the estimated end date or ongoing nature, the commercial model, the named contacts, the dependencies, the assumptions, the Deliverables list, the acceptance approach, the Fee schedule, and any special security or data protection requirements. If a statement of work is silent on a topic covered by these Conditions, these Conditions apply. If a statement of work attempts to reduce mandatory legal protections that cannot be excluded under the laws of England

and Wales, those protections remain. Marketing descriptions on https://properweb.cloud may inform discussions but do not override a statement of work. Clients should ensure internal purchase orders reference the correct SOW number. Discrepancies between purchase order terms and these Conditions are resolved in favour of these Conditions and the SOW as stated in the order of precedence. Any Client vendor registration forms that conflict with these Conditions must be negotiated before signature; silent submission of conflicting forms does not amend the Agreement. PROPER WEB LTD may decline to start work until

commercial paperwork is consistent. Where framework agreements exist, individual SOWs operate as call-offs under the framework and these Conditions unless the framework expressly replaces them.

72. Detailed assumptions commonly relied upon

Unless otherwise stated, we assume that the Client will provide timely feedback within five business days, that existing systems have documentation sufficient for competent engineers to understand integration points, that credentials will be provided via a secure channel, that third-party API sandboxes are available, that the Client owns or licenses all branding assets supplied, that content will be provided in a usable digital format, that stakeholders have authority to make product decisions, that security questionnaires will be proportionate, that the primary language of the engagement is English, that remote collaboration

tools approved by the Client are available, and that invoices will be processed by the Client’s accounts payable function without unusual delay. If any assumption fails, we will notify the Client and may adjust Fees and timelines. Assumptions are not hidden; Clients should review them carefully in each SOW. Additional assumptions may be listed per engagement. The existence of assumptions does not reduce our duty of reasonable care. It allocates responsibility for matters outside our control. Clients based outside the United Kingdom still accept the jurisdiction of England and Wales

as stated unless a different jurisdiction is negotiated in writing for a specific SOW, which we do not routinely offer for standard engagements delivered by PROPER WEB LTD from 66 Paul Street, LONDON, EC2A 4NA United Kingdom.

73. Expenses and travel policy

Remote delivery is preferred. Where travel is required, economy class within the United Kingdom is the default. Overnight accommodation requires pre-approval for trips that cannot reasonably be completed in a day. Mileage, if used, is charged at HMRC-inspired reasonable rates or as agreed. International travel requires written approval and may include business class for long-haul if agreed. Time spent travelling may be charged in part or in full as stated in the SOW. We seek to minimise expenses. The Client may provide rail tickets or hotels directly. Expenses without receipts

will not be recharged except for minor incidental amounts under a de minimis threshold agreed in the SOW. Entertainment expenses are not recharged unless part of an agreed workshop catering budget. Congestion charges and reasonable local transport in London for meetings near 66 Paul Street may be recharged when on-site attendance is requested by the Client.

74. Rate card principles

Role-based rates may include principal consultant, senior engineer, engineer, designer, and project coordinator. Rates reflect experience and market conditions in the United Kingdom technology sector. Weekend work is not included unless agreed at enhanced rates. Public holiday work in England and Wales similarly requires agreement. Rate discounts for volume commitments may be offered in retainers. Discounted rates do not apply to out-of-scope rush work unless expressly extended. If the Client delays a project for more than thirty days and then resumes, rates current at resumption may apply unless a fixed

rate period was locked in the SOW. We will give notice of rate changes affecting ongoing retainers.

75. Invoicing administration

Invoices will state PROPER WEB LTD, the address 66 Paul Street, LONDON, EC2A 4NA United Kingdom, the Client’s reference, the SOW identifier, a description of Services, and applicable VAT. Clients should send purchase order numbers before invoicing where their processes require them. Failure to provide a purchase order does not excuse payment for properly ordered Services. Queries go to assist@properweb.cloud. Payment methods will be indicated on invoices. Cash payments are not accepted. Cryptocurrency is not accepted unless expressly agreed in a special schedule, which is not standard. Withholding taxes, if

applicable for cross-border Clients, must be discussed before the Agreement forms so that net Fees remain consistent with the commercial intent.

78. Benchmarking and anonymised learning

PROPER WEB LTD may retain anonymised and aggregated insights from engagements to improve methodologies, estimating models and quality practices, provided that Confidential Information and Personal Data are not disclosed and Client identity is not revealed without consent. Anonymisation will be designed so that re-identification is not reasonably likely. This clause does not permit use of Client source code in marketing or in products for other clients except as residual knowledge in the unaided memory of personnel, which does not include intentional memorisation of proprietary algorithms for reuse.

If the Client requires a stricter prohibition on residual knowledge concepts, that must be negotiated in the SOW. Standard engagements rely on the residual knowledge principle common in professional services under the laws of England and Wales.

79. Moral rights

To the extent permitted by law, our personnel waive moral rights in assigned Deliverables so that the Client may adapt them. Where waiver is not permitted, personnel consent to the Client’s reasonable edits. This does not transfer Background IP retained by PROPER WEB LTD.

80. Set-off

The Client may not set off sums claimed against Fees due unless required by law or agreed in writing. Withholding an entire invoice because a portion is disputed is not permitted; undisputed amounts remain payable on the due date. PROPER WEB LTD may set off amounts owed by the Client against amounts we owe the Client under the same Agreement.

81. Informal communications

Chat messages are useful for speed but do not amend the Agreement unless followed by written confirmation meeting the variation clause. Formal notices remain as specified. Email to assist@properweb.cloud may constitute writing for change approval when sent by authorised contacts and clearly accepted in reply.

82. Constructive change

If the Client directs work that necessarily expands scope without a formal change request, and we notify the Client that the direction is a constructive change, continued insistence on that direction constitutes approval of reasonable additional Fees and timeline impact. We will document the constructive change in writing promptly thereafter.

83. Multi-phase programmes

Where a programme comprises multiple SOWs, each SOW is a separate contract for limitation of liability and payment unless expressly stated to be interdependent. Termination of one SOW does not automatically terminate others, except where the terminated SOW is a necessary prerequisite and continuation is commercially impracticable, in which case the parties shall negotiate in good faith regarding the remaining work.

84. Currency and bank charges

Fees are denominated in pounds sterling unless the SOW states another currency. Exchange risk for Clients paying from foreign accounts rests with the Client. Bank charges for international transfers are borne by the Client so that PROPER WEB LTD receives the full invoiced amount at 66 Paul Street operations or our nominated account.

85. Insurance cooperation

If either party makes an insurance claim related to the Agreement, the other shall provide reasonable cooperation in providing factual information, subject to privilege and confidentiality owed to third parties. Cooperation does not waive liability caps or constitute an admission of liability under the laws of England and Wales.

86. Subcontractor transparency

Upon reasonable request, we will identify material subcontractors performing core delivery roles under an SOW, subject to privacy of individual freelancers’ personal contact details where not required. We remain responsible for subcontractor performance as stated in these Conditions. The Client shall not issue instructions directly to subcontractors in a manner that bypasses our project management without our consent.

87. Tooling licences

Unless the SOW states that tool licences are included, the Client shall provide licences for design, development and collaboration tools it mandates. If we procure tools for the Client’s benefit as a disbursement, ownership of perpetual licences purchased for the Client transfers to the Client upon reimbursement, while subscription seats remain subject to vendor terms.

88. Accessibility of contracting

If you require these Terms and Conditions in an alternative accessible format, contact assist@properweb.cloud or telephone +44 7245 678901. The English language version published in connection with https://properweb.cloud remains authoritative for interpretation unless a bilingual signed contract states otherwise.

89. Survival matrix

Without limitation, the following survive termination: accrued payment obligations, intellectual property, confidentiality, data protection, limitation of liability, indemnities to the extent of claims arising from pre-termination acts, non-solicitation for its stated period, publicity restrictions, and governing law and jurisdiction. Survival does not extend performance obligations that were only due during the term, except wind-down duties expressly stated.

90. Entire commercial framework

These Terms and Conditions, together with each SOW and any data processing schedule, form the commercial framework for services supplied by PROPER WEB LTD in computer systems design and related services, IT consulting and software development. Website browsing remains subject to the Terms of Service. Personal data and cookies remain subject to the Privacy Policy and Cookie Policy. Company details: PROPER WEB LTD, 66 Paul Street, LONDON, EC2A 4NA United Kingdom, assist@properweb.cloud, +44 7245 678901, https://properweb.cloud.

92. Warm handover between suppliers

Where PROPER WEB LTD succeeds another supplier, the Client shall procure reasonable cooperation from the outgoing supplier, including access to repositories, credentials, architecture notes and outstanding defect lists. We are not responsible for defects originating before our engagement except to the extent an SOW expressly includes remediation of identified legacy issues. Discovery of undocumented legacy risk may trigger change control.

Where we are the outgoing supplier, we will provide a warm handover consistent with the offboarding clause after Fees due are paid, including assistance within a defined number of hours if purchased. Additional handover beyond the SOW is chargeable at then-current rates. Contact assist@properweb.cloud to schedule handover workshops. Meetings may occur remotely or at 66 Paul Street, LONDON, EC2A 4NA United Kingdom.

93. Quality gates

Optional quality gates such as architecture review boards, security sign-off or accessibility audits may be inserted into the delivery plan if listed in the SOW. Gates that the Client adds after kickoff are changes. Failure of a gate based on criteria not previously agreed does not alone prove breach if Deliverables meet the written acceptance criteria. The parties shall resolve gate failures through remedial plans proportionate to severity.

77. Closing acknowledgement

By entering an Agreement with PROPER WEB LTD, the Client acknowledges that it has read these Terms and Conditions, understands them, and has had the opportunity to seek independent legal advice. The Client agrees that these Conditions are reasonable for a professional supplier of computer systems design and related services, IT consulting and software development operating from 66 Paul Street, LONDON, EC2A 4NA United Kingdom, reachable on +44 7245 678901 and assist@properweb.cloud, and publishing information at https://properweb.cloud.

For website browsing only, see our Terms of Service. For personal data, see our Privacy Policy. For cookies, see our Cookie Policy. For commercial delivery, these Terms and Conditions and the applicable statement of work form the core contract under the laws of England and Wales, United Kingdom.

Related navigation: Privacy Policy, Cookie Policy, Terms of Service, Contact, Services, About, Portfolio, Home.

Annex: Document retention for enquiries

Enquiry emails and proposal drafts that do not proceed to contract are retained only as long as needed for follow-up and defence of potential claims, typically up to twenty-four months, unless a longer period is justified. After that period they are deleted or anonymised, subject to backup cycles. For related questions contact assist@properweb.cloud, telephone +44 7245 678901, or write to PROPER WEB LTD, 66 Paul Street, LONDON, EC2A 4NA United Kingdom. This annex forms part of the document published for https://properweb.cloud and is interpreted under the laws of England and Wales.

Nothing in this annex reduces rights under UK GDPR, PECR, or mandatory statutes. Commercial caps, payment terms and intellectual property rules in the main clauses continue to apply where this document is a services contract. Website visitors should read this together with the Privacy Policy and Cookie Policy where personal data or cookies are concerned.

Annex: Authority of published rate information

Any rates visible on https://properweb.cloud are indicative only and do not form part of a binding offer. Binding rates appear in an SOW or written quotation issued by PROPER WEB LTD and accepted by the Client. For related questions contact assist@properweb.cloud, telephone +44 7245 678901, or write to PROPER WEB LTD, 66 Paul Street, LONDON, EC2A 4NA United Kingdom. This annex forms part of the document published for https://properweb.cloud and is interpreted under the laws of England and Wales.

Nothing in this annex reduces rights under UK GDPR, PECR, or mandatory statutes. Commercial caps, payment terms and intellectual property rules in the main clauses continue to apply where this document is a services contract. Website visitors should read this together with the Privacy Policy and Cookie Policy where personal data or cookies are concerned.

Annex: Language of deliverables

Unless otherwise agreed, Deliverables and project communications are in English. Translation services are out of scope unless added by change control. For related questions contact assist@properweb.cloud, telephone +44 7245 678901, or write to PROPER WEB LTD, 66 Paul Street, LONDON, EC2A 4NA United Kingdom. This annex forms part of the document published for https://properweb.cloud and is interpreted under the laws of England and Wales.

Nothing in this annex reduces rights under UK GDPR, PECR, or mandatory statutes. Commercial caps, payment terms and intellectual property rules in the main clauses continue to apply where this document is a services contract. Website visitors should read this together with the Privacy Policy and Cookie Policy where personal data or cookies are concerned.

Annex: Time zones

Scheduling references default to United Kingdom time as observed in England. Daylight saving changes may affect meeting times; calendar invitations control. For related questions contact assist@properweb.cloud, telephone +44 7245 678901, or write to PROPER WEB LTD, 66 Paul Street, LONDON, EC2A 4NA United Kingdom. This annex forms part of the document published for https://properweb.cloud and is interpreted under the laws of England and Wales.

Nothing in this annex reduces rights under UK GDPR, PECR, or mandatory statutes. Commercial caps, payment terms and intellectual property rules in the main clauses continue to apply where this document is a services contract. Website visitors should read this together with the Privacy Policy and Cookie Policy where personal data or cookies are concerned.

Annex: Screenshot evidence

Screenshots embedded in tickets or emails may contain Personal Data. Parties should redact where feasible before sharing broadly. For related questions contact assist@properweb.cloud, telephone +44 7245 678901, or write to PROPER WEB LTD, 66 Paul Street, LONDON, EC2A 4NA United Kingdom. This annex forms part of the document published for https://properweb.cloud and is interpreted under the laws of England and Wales.

Nothing in this annex reduces rights under UK GDPR, PECR, or mandatory statutes. Commercial caps, payment terms and intellectual property rules in the main clauses continue to apply where this document is a services contract. Website visitors should read this together with the Privacy Policy and Cookie Policy where personal data or cookies are concerned.

Annex: Password handling

Passwords and secrets must not be sent in plain email where an alternative secure channel exists. If temporarily unavoidable, credentials must be rotated after receipt. For related questions contact assist@properweb.cloud, telephone +44 7245 678901, or write to PROPER WEB LTD, 66 Paul Street, LONDON, EC2A 4NA United Kingdom. This annex forms part of the document published for https://properweb.cloud and is interpreted under the laws of England and Wales.

Nothing in this annex reduces rights under UK GDPR, PECR, or mandatory statutes. Commercial caps, payment terms and intellectual property rules in the main clauses continue to apply where this document is a services contract. Website visitors should read this together with the Privacy Policy and Cookie Policy where personal data or cookies are concerned.

Annex: Meeting recordings

Meetings are not recorded by default. If recording is proposed, consent of attendees will be sought and purpose stated. For related questions contact assist@properweb.cloud, telephone +44 7245 678901, or write to PROPER WEB LTD, 66 Paul Street, LONDON, EC2A 4NA United Kingdom. This annex forms part of the document published for https://properweb.cloud and is interpreted under the laws of England and Wales.

Nothing in this annex reduces rights under UK GDPR, PECR, or mandatory statutes. Commercial caps, payment terms and intellectual property rules in the main clauses continue to apply where this document is a services contract. Website visitors should read this together with the Privacy Policy and Cookie Policy where personal data or cookies are concerned.