Terms & Conditions

1. About Us

• Company Name: PWS Digital Limited
• Trading Name: ProWebSmith
• Email: contact@prowebsmith.com

2. Acceptance of Terms

2.1 Acceptance occurs when you confirm a quotation, request work to begin, or make any payment.

2.2 Approval of a scope in writing via email, WhatsApp, or any digital messaging constitutes a legally binding agreement.

2.3 Payment of any invoice constitutes full acceptance of these Terms.

3. Scope of Work and Quotations

3.1 The agreed scope defines what is included. Anything not expressly listed is excluded.

3.2 All quotes are valid for 14 days. We reserve the right to re-quote if work does not commence within this period.

4. Fees and Payment

4.1 Non-Refundability: All deposits (typically 50%) are non-refundable. Fees are non-refundable once work has commenced.

4.2 Commencing Without Deposit: Where we elect to start work without a deposit, all work remains fully chargeable and we may require full payment at any stage.

4.3 Late Payment: If payment is overdue, we may, without liability, suspend hosting, withhold credentials, and stop all work.

4.4 Reconnection Fees: Restoration of services following suspension for non-payment is subject to a £150 Administrative Reconnection Fee.

5. Revisions and Scope Creep

5.1 Definition: A revision is a minor adjustment to an existing element. A "Change of Mind" (e.g., changing a previously approved layout) is not a revision and will be billed at our standard hourly rate.

5.2 Consolidated Feedback: All feedback must be clear and consolidated. Fragmented feedback via multiple channels may be treated as additional chargeable revision rounds.

5.3 Deemed Approval: If the client fails to respond within 5 working days of a delivery, the work shall be deemed approved and accepted.

6. Client Responsibilities & Delays

6.1 You must supply content and approvals promptly.

6.2 Timeline Shifts: Timelines are estimates only. Any client delay adds an equal or greater delay to the final delivery date.

6.3 The client warrants that all supplied materials are lawful and non-infringing.

7. Hosting & Backups (The "No Liability" Clause)

7.1 Third-Party Providers: Hosting is provided via third-party infrastructure. We are not liable for outages or failures caused by these providers.

7.2 Mandatory Client Backups: The Client acknowledges they are solely responsible for maintaining their own independent, off-site backups of all website files, databases, and emails.

7.3 Data Loss: We accept no liability for data loss, regardless of cause (including server failure, hacking, or human error).

7.4 Non-Payment Termination: If hosting fees remain unpaid for 30 days, we may permanently delete all website files and databases without further notice.

8. Intellectual Property (IP)

8.1 All IP remains our property until full payment of all fees is received.

8.2 Working Files: Ownership transfers only to final "Deliverables" (the live site). We retain all rights to our internal tools, methodologies, and raw source files (e.g., Figma files, uncompiled code).

8.3 We reserve the right to display the work in our portfolio.

9. Security & Hacking

9.1 Inherent Risk: The Client acknowledges that no website is "unhackable."

9.2 Exclusion of Liability: We are not responsible for unauthorized access (hacking), malware, or "defacement." To the fullest extent permitted by law, we exclude all liability for losses resulting from cyber-attacks.

9.3 Chargeable Remediation: Any work required to "clean" or restore a hacked site is fully chargeable at our premium emergency rates.

9.4 Compliance: The client is solely responsible for GDPR, cookie notices, and legal compliance.

10. Project Abandonment & Ghosting

10.1 If the client fails to communicate for 21 consecutive days, the project is deemed abandoned.

10.2 Restart Fee: Resumption of an abandoned project is subject to a Restart Fee (15% of project value) and will be rescheduled according to our current availability.

11. Indemnity

11.1 The client agrees to fully indemnify and hold us harmless against any and all claims, losses, damages, or regulatory fines (including GDPR penalties) arising from the website or its use.

12. Limitation of Liability

12.1 Liability for loss of profits, data, or business interruption is excluded.

12.2 Our total aggregate liability is strictly limited to the lower of:

• Fees paid for the specific component of work giving rise to the claim; or
• £1,000.

13. Termination

13.1 Either party may terminate with written notice.

13.2 Upon termination, all work completed to date becomes immediately payable. We will not release any files or move a site until the final balance is £0.

14. Governing Law

14.1 These Terms are governed by the laws of England and Wales.

14.2 The courts of England and Wales have exclusive jurisdiction.

14.3 Exclusive Jurisdiction & Forum Selection: The Client irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter. The Client waives any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inappropriate forum (forum non conveniens). Under no circumstances shall we be liable to appear in, or be subject to the jurisdiction of, any court located outside of England and Wales.