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Version v4.0.0. Last updated: 15 September 2026.
These Standard Terms of Business ("Terms") apply to all web development, hosting, and digital marketing services provided by Proper Sites Ltd (Company Number: 17081787) ("ProperSites", "we", or "us") to any client ("Client" or "you").
By accepting a ProperSites Proposal, Quote, or Order Form, or by paying a deposit for our services, you agree to be bound by these Terms.
1. SCOPE OF SERVICES
1.1 ProperSites agrees to design, develop, and deliver services as explicitly described in one or more mutually accepted Order Forms.
1.2 Any features, pages, or functionality not explicitly listed in the applicable Order Form are outside the scope of these Terms and will be quoted separately.
1.3 In the event of any conflict or inconsistency between these Terms and any Order Form, the terms of the Order Form shall take precedence for that specific project only.
2. PROJECT TIMELINE
2.1 Build-Ready Date: The delivery clock starts only on the first working day on which ProperSites has all of the following: the signed Order Form, the deposit in cleared funds, confirmed scope, all content and assets required for the initial build, and all access reasonably required to begin. That day is the "Build-Ready Date".
2.2 Initial Staging Delivery: ProperSites will provide an initial staging version within five (5) working days of the Build-Ready Date for an Essential build, and within ten (10) working days for a Growth or Authority build. Enterprise delivery is agreed individually in the Order Form.
2.3 Launch After Approval: ProperSites will launch the site within two (2) working days after it has received the Client's final written approval, the final build payment in cleared funds, and any access still required for launch.
2.4 Pauses and Extensions: The delivery clock pauses for Client delay, revision periods, third-party delay outside ProperSites's reasonable control, and any approved change of scope. The timetable resumes when the relevant dependency is resolved. The Client shall provide requested content, access, feedback, and approvals within five (5) business days of each request.
2.5 ProperSites will notify the Client promptly if circumstances arise that may affect the agreed timeline.
3. PAYMENT TERMS
3.1 Build Fee: The total build fee is as stated in the applicable Order Form and is payable in two instalments: a 50% deposit due before any work commences, and a 50% final payment due upon delivery of the final staging link (or 30 days after the initial staging link is provided, whichever is sooner).
3.2 Managed Infrastructure: Tier 1 to Tier 3 builds include a mandatory Managed Infrastructure service at £39 per month. It starts when the website launches and runs month to month, with no minimum term and no fixed number of payments. It includes the services stated in the Order Form and is required while ProperSites hosts or manages the site. Retainer payments are due on the 1st of each calendar month by the payment method stated in the Order Form.
3.3 Invoices & VAT: All invoices are issued electronically and are payable within 14 days of the invoice date. ProperSites is not currently VAT registered, so VAT is not added to the published prices. If that position changes, ProperSites will give notice before applying VAT to a future invoice.
3.4 Late Payment: Payments not received within 14 days of the due date will incur a late payment charge. For commercial business clients, this is calculated at 8% above the Bank of England base rate. For non-commercial (consumer) clients, late interest will accrue at 5% per annum above the base rate.
3.5 Scope of Managed Infrastructure: 3.5.1 The specific inclusions are defined in the applicable Order Form.
3.5.2 Unless the Order Form expressly states otherwise, Managed Infrastructure includes website hosting, automated daily backups, SSL renewal, software and security updates, uptime monitoring, malware scanning, and bug fixes within the delivered scope. It excludes new features, design changes, new pages, content changes, third-party licence charges, and rectifying breakages caused by the Client's edits or third-party changes.
4. REVISIONS & CHANGE REQUESTS
4.1 These Terms include TWO (2) rounds of comprehensive revisions after the initial staging link is sent to the Client, as standard, unless otherwise specified in the applicable Order Form.
4.2 A revision round is defined as a consolidated set of feedback provided within a 10 business-day review window after a staging link is delivered.
4.3 Revisions requested after the agreed round is exhausted will be charged separately at ProperSites's then-current standard hourly rate (currently £75/hour).
4.4 Deemed Acceptance: Upon delivery of a staging link or milestone deliverable, the Client shall have ten (10) business days to provide feedback or approval. If no written feedback is received within this period, the deliverable will be deemed accepted by the Client.
5. INTELLECTUAL PROPERTY
5.1 Ownership Transfer: Upon receipt and clearance of the final build payment in full, the intellectual property rights in the custom front-end design, graphics, and written content created specifically for this Project will transfer to the Client. ProperSites retains all ownership rights to any pre-existing code, frameworks, plugins, or libraries ("Background IP"). ProperSites grants the Client a non-exclusive, perpetual, royalty-free licence to use the Background IP solely as incorporated into the final deliverables.
5.2 Third-Party Assets: Any third-party assets used in the Project remain subject to their own respective licences. ProperSites disclaims all liability for any intellectual property infringement claims arising from open-source software vulnerabilities or from third-party assets requested or supplied by the Client.
5.3 Ending Managed Infrastructure and Handover: The Client may end the Managed Infrastructure service at any time under Clause 11.1. When the service ends, the Client may migrate the website or request a reasonable handover of the operational site files and Client-owned credentials. There is no early-exit migration fee. Ending the service does not transfer ProperSites's Background IP or any third-party asset beyond the licence granted under Clause 5.1 or its applicable third-party licence.
5.4 Domain Name Registration: Where ProperSites registers a domain name on behalf of the Client, the Client shall be the legal owner (Registrant) of the domain, subject to the clearance of all outstanding invoices.
6. CLIENT RESPONSIBILITIES
6.1 Indemnity: The Client warrants that they own or have permission to use all content provided to ProperSites and agrees to indemnify ProperSites against all claims arising from any allegation that Client-supplied content infringes the rights of any third party.
6.2 Content Deadline: The Client must provide all required text, images, and brand assets within twenty-one (21) calendar days of the request. If the Client fails to do so, ProperSites will issue a final 7-day warning. If the content is still not provided, ProperSites may terminate the affected Order Form. ProperSites may retain from the deposit only the reasonable value of work performed and non-recoverable costs incurred, and will return any balance.
7. SUSPENSION OF HOSTING DUE TO LATE PAYMENT
ProperSites reserves the right to immediately suspend all hosting services if any monthly retainer payment is 7 or more calendar days overdue, or any outstanding invoice remains unpaid beyond 21 days of its due date. Hosting services will be reactivated within 1 business day of receipt of full payment of all outstanding balances and a £50 reactivation fee. ProperSites shall not be liable for any loss of revenue resulting from the suspension of services due to non-payment.
8. CONFIDENTIALITY
Both parties agree to keep confidential all information shared during the course of the Project that is designated as confidential. This obligation survives termination of these Terms.
9. WARRANTIES & DISCLAIMERS
ProperSites warrants that the Project will be developed with reasonable skill and care. We do not guarantee perfect visual parity on legacy browsers (e.g., Internet Explorer) or obscure mobile devices. Where ProperSites provides analytics or reporting, we rely on third-party tracking tools and make no warranties regarding the absolute accuracy of this data.
10. LIMITATION OF LIABILITY
10.1 Nothing in these Terms shall exclude or limit either party's liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be legally excluded under English Law.
10.2 Subject to Clause 10.1 and to the fullest extent permitted by law, neither party's total aggregate liability under the affected Order Form shall exceed the total fees paid or payable under that Order Form.
10.3 In no event shall ProperSites be liable for any indirect, consequential, special, or incidental loss, including loss of profit or data.
10.4 Force Majeure: ProperSites shall not be liable for any failure or delay caused by events beyond its reasonable control, including catastrophic server failures at third-party data centres or breaking changes made to third-party APIs.
11. TERMINATION & SURVIVAL
11.1 Month-to-Month Managed Infrastructure: The Managed Infrastructure service runs month to month from launch. It has no minimum term and no fixed number of payments. Either party may end it at any time by giving one month's written notice.
11.2 ProperSites may terminate these Terms immediately and without notice if the Client fails to make payment after suspension or engages in abusive conduct.
11.3 Clauses relating to Intellectual Property, Indemnity, Confidentiality, Limitation of Liability, Governing Law, and Non-Solicitation shall survive the termination of these Terms.
12. GOVERNING LAW & DISPUTE RESOLUTION
12.1 Good Faith Negotiations: Before initiating any legal proceedings, the parties agree to attempt to resolve any dispute arising out of or relating to these Terms in good faith through negotiations for at least fourteen (14) days.
12.2 Governing Law & Jurisdiction: If the dispute remains unresolved, these Terms shall be governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
13. DATA PROTECTION (GDPR)
Both parties will comply with the UK GDPR and Data Protection Act 2018. The Client is the Data Controller and ProperSites is the Data Processor. The Client is solely responsible for ensuring the website has a legally compliant Privacy Policy.
14. NON-SOLICITATION
During the term of our engagement and for twelve (12) months following its termination, the Client shall not, without prior written consent, attempt to hire, solicit, or engage any employee or contractor of ProperSites. If the Client breaches this clause, they agree to pay a recruitment fee equivalent to 20% of the individual’s starting annual salary.
15. ENTIRE AGREEMENT
These Terms, together with any accepted Order Form, Proposal, or Quote, constitute the entire agreement between the parties and supersede all prior discussions, representations, and agreements relating to the Project.
