Terms of Service

1. Definitions & Interpretation

1.1. “Agreement”: These Terms of Service.

1.2. “Supplier”: Proesque Ltd (company no. 10136947), of The Old Workshop, 1 Ecclesall Road South, Sheffield, S11 9PA (trading as honeybit).

1.3. “Customer”: The individual or company purchasing Services under this Agreement.

1.4. “Services”: Website design, development, management, and any additional services agreed in writing.

1.5. “Go-Live”: The date the Customer’s website is launched and the final payment is received.

1.6. “Term”: The 12-month period from Go-Live, automatically renewing as per clause 4.2.

Unless the context requires otherwise, headings do not affect interpretation and singular includes plural.

2. Scope of Services

2.1. Onboarding & Requirements

2.1.1. Proesque will draft a Website Requirements Specification based on initial discussions.

2.1.2. The Customer must review, approve and return the Specification to Proesque. Payment of the 50% deposit confirms the approved Specification forms the basis of this Agreement; subsequent changes may incur additional charges.

2.2. Delivery

2.2.1. Services commence upon payment of the initial 50% deposit.

2.2.2. Proesque will provide design mock-ups, development builds and, upon approval, proceed to Go-Live.

2.3. Ongoing Management

2.3.1. If subscribed, Proesque will perform updates, backups and basic support, as agreed.

3. Fees & Payment

3.1. Pricing

3.1.1. Fees will be quoted per Customer in writing and are exclusive of VAT.

3.2. Deposit & Balance

3.2.1. 50% deposit due on signing; 50% due immediately before Go-Live.

3.3. Late Payment

3.3.1. If any payment is overdue by 7 days, Proesque may suspend the website until payment clears.

3.4. Renewal Fees

3.4.1. Renewal fee equals the agreed annual management fee (or a re-quote for design/development).

3.4.2. Automatic billing on each anniversary of Go-Live.

4. Term, Renewal & Termination

4.1. Term

4.1.1. This Agreement takes effect on the Go-Live date and continues for 12 months.

4.2. Renewal

4.2.1. Automatically renews for further 12-month terms unless the Customer provides written notice at least 2 months before the current term ends.

4.3. Termination

4.3.1. Termination notice must be given no later than two months prior to renewal.

4.3.2. No refunds will be issued for unused portions of the term if terminated mid-term.

5. Customer Obligations

5.1. Review, accept and return the Website Requirements Specification drafted by Proesque promptly.

5.2. Acknowledge that, upon payment of the 50% deposit, the approved Specification fully defines the scope of Services.

5.3. Provide timely access to content, credentials, feedback, and approvals.

5.4. Ensure all provided materials do not infringe third-party rights.

6. Intellectual Property

6.1. Ownership: All code, designs, databases, and underlying infrastructure remain the sole property of Proesque Ltd.

6.2. License: Proesque grants the Customer a non-exclusive, non-transferable license to use the website for the duration of the Term, subject to the payment of all Fees.

6.3. Termination & Transfer: Upon termination of this Agreement, the Customer’s license to use the website code and design ceases immediately. However, the Customer may elect to purchase a “Buy-Out License” to transfer the website code and design to a third-party host. The fee for this Buy-Out License shall be equal to one year’s renewal fee (or such other amount agreed in writing). Upon payment of the Buy-Out License, Proesque will grant a perpetual, royalty-free license to the Customer.

7. Warranties & Disclaimers

7.1. Proesque warrants that it will perform Services with reasonable care and skill.

7.2. Except as stated in clause 7.1, Services are provided “as is”, without any further warranties.

7.3. Proesque does not warrant uninterrupted operation or compatibility with all browsers/devices.

8. Limitation of Liability

8.1. To the fullest extent permitted by law, Proesque’s total liability for any claim in any 12-month period shall not exceed the total fees paid under this Agreement in that period.

8.2. Neither party shall be liable for any indirect or consequential losses.

9. Suspension & Offline Liability

9.1. Proesque may suspend Services (including taking the site offline) if any payment is overdue.

9.2. Proesque shall not be liable for any loss or damage arising from such suspension.

10. Data Protection & Privacy

10.1. Each party shall comply with all applicable data protection laws, including UK GDPR.

10.2. Proesque will process any personal data only as necessary to deliver Services, in accordance with its Privacy Policy.

11. Changes to Terms

11.1. Proesque may amend these Terms by providing 30 days’ notice; continued use of Services constitutes acceptance of the amended Terms.

11.2. Material changes (e.g., fee structure) will be notified in writing before the renewal date.

12. Governing Law & Jurisdiction

This Agreement is governed by the laws of England and Wales. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the English courts.

13. Contact Details

If you have any questions about these Terms, please contact:

13.1. Email: [email protected]

13.2. Address: The Old Workshop, 1 Ecclesall Road South, Sheffield, S11 9PA