Terms & Conditions
Last updated: 28 January 2026
These Terms & Conditions ("Terms") govern the provision of services by PWS Digital Limited, trading as ProWebSmith ("we", "us", "our") to you ("the client", "you").
By instructing us to provide services, requesting work to commence, making any payment, or otherwise engaging our services, you confirm that you have read, understood, and agree to be bound by these Terms as published on our website at the time services are provided.
1. About Us
- Company Name: PWS Digital Limited
- Trading Name: ProWebSmith
- Company Number: 16900490
- Registered Address: 75 Maygrove Road, West Hampstead, London, NW6 2EG
- 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, Maintenance & Service Availability
7.1 No Uptime Warranty: While we endeavor to maintain high availability, the Client acknowledges that digital services are inherently subject to disruption. Unless an explicit, bespoke Service Level Agreement (SLA) is signed in writing specifying guaranteed uptime, all hosting and maintenance services are provided on an "as is" and "as available" basis. We do not warrant or guarantee that access to the website or services will be continuous, uninterrupted, bug-free, or entirely error-free.
7.2 Third-Party Infrastructure: Hosting, compute, database, DNS, and content delivery networks (CDNs) rely on third-party cloud infrastructure (including, without limitation, AWS, Vercel, Firebase, Google Cloud, Cloudflare, or similar providers). We are not responsible or liable for any downtime, service degradation, latency, or server failures originating from these third-party systems.
7.3 Deployments, Updates & Migrations: The Client acknowledges that routine software releases, security patches, database migrations, package upgrades, DNS configuration shifts, and feature deployments may necessitate temporary downtime, service degradation, or rollback procedures. Such maintenance and deployment activities (whether scheduled or unscheduled) shall not constitute a breach of contract or default by us, and we accept no liability for any commercial interruption, loss of transactions, or downtime arising directly or indirectly from deployments or infrastructure migrations.
7.4 Scheduled & Emergency Maintenance: We reserve the right to temporarily suspend or restrict access to the website or services:
- (a) For planned maintenance, upgrades, or releases, where we will make reasonable efforts to perform work outside peak business hours; and
- (b) For emergency maintenance, where immediate intervention is required to patch security vulnerabilities, neutralize cyber threats, or prevent catastrophic data corruption.
7.5 Mandatory Client Backups & Data Integrity: Unless expressly contracted under a separate, active managed backup tier, the Client retains sole responsibility for maintaining regular, independent, off-site backups of all website assets, media, databases, customer transactions, and codebases. While we may configure automated snapshots for disaster recovery, we accept no liability for data corruption, partial loss, or failure of recovery mechanisms, regardless of cause (including server failure, software conflicts, hacking, or human operational error).
7.6 Non-Payment Termination & Asset Purge: If hosting, maintenance, or retainer fees remain overdue for thirty (30) consecutive days, we reserve the right to suspend the website, revoke access, and permanently delete or purge associated databases and server instances without further notice or liability for data restoration.
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 standard emergency rates.
9.4 Compliance: The client is solely responsible for GDPR, cookie notices, and legal compliance.
10. Project Abandonment & Inactivity
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 Statutory Exceptions: Nothing in these Terms shall limit or exclude our liability for:
- (a) Death or personal injury caused by our negligence;
- (b) Fraud or fraudulent misrepresentation; or
- (c) Any other liability that cannot be legally excluded or limited under the laws of England and Wales.
12.2 Excluded Categories of Loss: Subject to Clause 12.1, we shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, indemnity, restitution, or otherwise, for:
- (a) Loss of profits, sales, contracts, or business revenue;
- (b) Business interruption or loss of business opportunity;
- (c) Loss of anticipated savings;
- (d) Loss, corruption, or restoration of data, software, or digital assets;
- (e) Loss of or damage to reputation or goodwill; or
- (f) Any indirect, special, incidental, punitive, or consequential loss or damage whatsoever, even if advised of the possibility of such losses.
12.3 Financial Liability Cap: Subject to Clause 12.1 and Clause 12.2, our total aggregate liability arising out of or in connection with the performance or non-performance of our Services, the website, or these Terms (whether in contract, tort including negligence, misrepresentation, breach of statutory duty, or otherwise) shall be strictly limited to:
- (a) For ongoing, recurring, or retainer-based services (including hosting, maintenance, and ongoing support): the total fees actually paid by the Client to us in the six (6) months immediately preceding the event giving rise to the claim; or
- (b) For fixed-fee development projects or one-off builds: the total fees actually paid by the Client to us under the specific quotation or scope of work directly giving rise to the claim.
12.4 Risk Allocation: The Client acknowledges and agrees that the fees charged reflect this allocation of risk. If the Client requires higher liability limits, these must be expressly agreed in writing prior to work commencing and will be subject to an adjusted fee structure to reflect additional insurance costs.
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 transfer a site until the final balance is £0.
14. Governing Law & Jurisdiction
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 arising out of or in connection with these Terms. 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.