PROSOLVE CLIENT ORDER AGREEMENT

Order confirmation and record of terms

ABOUT THIS DOCUMENT

PROSOLVE LTD, a company incorporated in England and Wales, company number 13955695, whose registered office is at 483 Green Lanes, London, England, N13 4BS ("ProSolve", "we", "us" or "our").

You accepted these terms, together with our Terms of Service at prosolve.uk/terms, at checkout on [ORDER DATE], by ticking the acceptance box before completing payment. This document is your permanent record of that agreement and of the details of your order. It is not an invoice and it is not a request for further payment. If anything in this document does not match what you agreed at checkout, contact us at info@prosolve.uk and we will put it right.

1. THE ORDER THESE TERMS COVER

1.1 This Agreement applies to the following order: Client: [CLIENT NAME]; Product: [PRODUCT NAME]; Order date: [ORDER DATE]; Order value: [ORDER VALUE].

1.2 Where this Agreement refers to "your order" or "the Services", it means [PRODUCT NAME] as set out above. Your contract with us was formed at checkout when you accepted these terms and completed payment; this document confirms it on a durable medium.

2. WHAT YOU HAVE PURCHASED

2.1 We will provide [PRODUCT NAME] as described on our website at the time of your order. What we deliver is limited to what is included in that product, package or service. Anything outside that scope — additional work, further add-ons or extra services — is a separate order and may be charged separately.

2.2 If your order is a one-off Package or Service, it is a single order fulfilled once. If your order is a Care Plan, it is a recurring monthly subscription covering the services listed for that plan for as long as the plan remains active.

3. PAYMENT CONFIRMATION

3.1 You have already paid for your order through our secure checkout provider, Stripe. [ORDER VALUE] was charged when you completed your purchase on [ORDER DATE]. That figure is the total amount charged to you for this order.

3.2 ProSolve is not currently registered for VAT, so no VAT is added to our prices. If we become VAT-registered in future, the price shown at checkout will include any VAT that applies, and no extra VAT will be added after you have paid.

3.3 This Agreement confirms the terms of that purchase — it is not a separate payment step, and no further payment is due for this order, except that Care Plans are billed monthly as described in clause 4. Questions about payment or invoicing can be sent to accounts@prosolve.uk.

4. CARE PLAN BILLING (RECURRING ORDERS ONLY)

4.1 If your order is a Care Plan, the monthly fee shown at checkout is charged automatically each month through Stripe until you cancel. You can cancel, upgrade or downgrade your Care Plan at any time through Stripe's secure billing portal, and any change takes effect immediately. We do not require a notice period and there is no minimum term. If a monthly payment fails, we may pause your Care Plan services until payment is brought up to date.

4.2 We may change the monthly fee for your Care Plan by giving you at least 30 days' notice by email. Any change takes effect from your next billing cycle after the notice period ends, and you can cancel at any time before it takes effect so that you never pay a price you have not seen coming.

4.3 Where the law requires it, we will send you reminder notices before renewal payments and provide a straightforward online route to cancel.

5. DELIVERY AND TIMELINES

5.1 We will begin work on your order promptly after purchase and will aim to deliver within the timeframe indicated for that product on our website, or within any timeframe we agree with you. Where delivery depends on information, access or materials from you, our timeline runs from the point at which you provide them. Care Plan services are provided on an ongoing monthly basis for as long as the plan is active.

6. REVISIONS AND ACCEPTANCE OF DELIVERABLES

6.1 Your order includes the number of revision rounds stated on the product page for [PRODUCT NAME] (or, if none is stated, two reasonable rounds of revisions). Further revisions, or changes to the agreed brief after work has begun, are a separate order.

6.2 When we deliver work to you for review, please tell us within 10 days if anything does not match what was ordered. If we do not hear from you within 10 days of delivery, or if you begin using the deliverable, the deliverable is treated as accepted. This does not affect your legal rights, including your rights under the Consumer Rights Act 2015 if you are a consumer.

7. YOUR RESPONSIBILITIES AND MATERIALS

7.1 You will provide the information, materials and approvals we reasonably need to deliver your order, and you confirm that any materials you give us (such as text, images, logos or brand assets) are yours to provide and do not infringe anyone else's rights. If you are a business and a third party brings a claim against us because materials you supplied infringe their rights, you will cover our reasonable losses arising from that claim.

7.2 Website orders. Where your order includes a website: any domain name registered in your name belongs to you, and we will register new domains in your name unless agreed otherwise; hosting is provided on the terms and by the provider stated on the product page; and on request we will provide reasonable assistance to transfer your website, domain and content to another provider (which may be chargeable as a separate order if substantial work is involved).

8. OWNERSHIP OF WHAT WE CREATE FOR YOU

8.1 On receipt of full payment for your order, we assign to you — by way of present assignment of future rights under section 91 of the Copyright, Designs and Patents Act 1988 where applicable — all intellectual property rights in the final deliverables we create specifically for you (for example your logo, brand assets or website design). Until you have paid in full, those deliverables remain ours. We will procure that any moral rights in the final deliverables are waived so far as the law allows.

8.2 We keep ownership of anything we created before, or independently of, your order, and of our own tools, templates, know-how and methods. Where any of these are included in what we deliver, we grant you a perpetual, non-exclusive, royalty-free licence to use them as part of your deliverable.

8.3 Any third-party materials we incorporate (such as stock images, fonts or software) are provided to you under the third party's own licence terms, and we will tell you about any material restrictions.

8.4 Unless you ask us not to (at any time, by email to info@prosolve.uk), we may show the work we created for you in our portfolio and marketing once it is publicly launched. We will keep anything confidential about your business confidential.

8.5 This clause works alongside our Terms of Service. If there is any conflict about who owns what we create specifically for you, this clause applies.

9. CANCELLATION AND REFUNDS — ONE-OFF PACKAGES AND SERVICES

9.1 Packages and one-off Services are purchased as a single order. Because we commit time and resources as soon as you buy, once we have started work the fee for that order is non-refundable, except where we agree otherwise in writing or where you have a legal right to a refund. If we have not yet started work on your order, please contact us at info@prosolve.uk and we will consider a refund in good faith.

9.2 If you are a consumer, clause 11 also applies to you and takes precedence over this clause wherever it gives you greater rights.

10. CANCELLATION AND REFUNDS — RECURRING CARE PLANS

10.1 You can cancel a Care Plan at any time through Stripe's secure billing portal, effective immediately. Cancelling stops all future monthly charges. We do not refund the current month once it has begun, but your plan remains active for the rest of the month you have paid for. There are no cancellation fees and no minimum term.

10.2 If you are a consumer, clause 11 also applies to your first payment and nothing in this clause affects your statutory rights.

11. YOUR RIGHTS IF YOU ARE A CONSUMER

11.1 This clause applies if you are buying as a consumer — that is, as an individual acting mainly outside your trade, business, craft or profession. Nothing in this Agreement affects your legal rights as a consumer, including your rights under the Consumer Rights Act 2015.

11.2 Your 14-day cancellation right. For most online purchases you have the right to cancel within 14 days of placing your order, without giving a reason. To cancel, tell us clearly within that period — by email to info@prosolve.uk, or using the model cancellation form at the end of this Agreement. We will refund you within 14 days of being told, using the same payment method you used to buy.

11.3 Starting straight away. At checkout, before payment, you expressly requested that we begin work during the 14-day cancellation period, and you acknowledged that: (a) if we have fully performed the service before the 14 days end, you lose your right to cancel; and (b) if you cancel after we have started but before we finish, you must pay a fair amount for the work already done, calculated as a proportion of the total price. This document confirms that request and acknowledgment.

11.4 Digital content. Where your order includes digital content supplied electronically (for example logo or brand files, or a website), you gave your express consent at checkout, before payment, to supply beginning within the 14-day period, and you acknowledged that once supply has begun your right to cancel that digital content is lost. This document confirms that consent and acknowledgment.

11.5 Care Plans. Your 14-day right applies to your first payment when you take out a Care Plan. After that, each month is a fresh service period; you can stop future payments at any time through Stripe's billing portal as described in clause 10.

11.6 If, contrary to our checkout process, you were not shown the acknowledgments described in clauses 11.3 and 11.4 before payment, they do not bind you and your full cancellation rights apply.

12. OUR LIABILITY TO YOU

12.1 We will provide your order with reasonable care and skill.

12.2 Our total liability to you in connection with your order is limited to the amount you have paid for it — that is, [ORDER VALUE] for a one-off Package or Service, or the total fees you paid in the twelve months before the claim for a Care Plan.

12.3 If you are a business, we are not liable for loss of profit, loss of business or revenue, or any indirect or consequential loss.

12.4 If you are a consumer, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Agreement or of our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable.

12.5 Nothing in this Agreement limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, for breach of your statutory rights as a consumer, or for any other liability that cannot be limited or excluded under the law of England and Wales.

13. DATA PROTECTION

13.1 We handle your personal data in accordance with the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (PECR). We use your data to deliver your order, manage your account, take payment and meet our legal obligations. We do not sell your personal data. You have the rights given to you under UK data protection law, including rights of access, correction and erasure. For any data protection query, contact us at info@prosolve.uk.

14. GENERAL

14.1 Entire agreement. This Agreement, together with our Terms of Service at prosolve.uk/terms, forms the entire agreement between you and us for this order. This does not exclude anything we are legally responsible for having said — including information that forms part of the contract under sections 11(4), 36(3) or 50 of the Consumer Rights Act 2015 — and nothing in this clause limits liability for fraud or affects your statutory rights.

14.2 Variation. We may update these terms for future orders. Any change does not affect an order you have already placed unless we agree it with you in writing (or, for Care Plan pricing, as set out in clause 4.2).

14.3 Assignment. You may not transfer your order or your rights under this Agreement to anyone else without our written agreement. We may transfer our rights and obligations under this Agreement provided your rights are not adversely affected.

14.4 Severability. If any part of this Agreement is found to be unenforceable, the remaining parts continue to apply.

14.5 Third party rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

14.6 Complaints. If something has gone wrong, please tell us at info@prosolve.uk and we will try to put it right. If you are a consumer and we cannot resolve it between us, you may be able to use an alternative dispute resolution scheme or the courts. We are not currently obliged to use a particular ADR scheme.

14.7 Notices. Formal notices to us under this Agreement should be sent to info@prosolve.uk.

14.8 Governing law and jurisdiction. This Agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising from it. If you are a consumer, this does not deprive you of the protection of the mandatory consumer laws of the part of the United Kingdom where you live, and you may bring proceedings in the courts of that part.

15. CONFIRMATION AND EXECUTION

15.1 By scrolling through this document, ticking the confirmation box and typing your name below, you confirm that: (a) you are [CLIENT NAME], or you are authorised to confirm on their behalf; (b) this document accurately records the order and the terms you accepted at checkout on [ORDER DATE]; and (c) this is your electronic signature.

15.2 We record the date and time of your confirmation, your IP address, your browser details and a secure hash of this document as evidence. Confirming this document does not affect your access to your ProSolve account or portal, and your contract stands whether or not you complete this confirmation step — it was formed at checkout.

15.3 This Agreement is executed by ProSolve Ltd, including for the purposes of the assignment in clause 8.1.

Signed for and on behalf of PROSOLVE LTD:

Signature: _________________________ Name: _________________________ Position: Director Date: [ORDER DATE]

Confirmed by or on behalf of the CLIENT:

Typed name: _________________________ Date: _________________

ANNEX — MODEL CANCELLATION FORM (CONSUMERS ONLY)

Complete and return this form only if you wish to cancel a consumer order within the 14-day cancellation period. You may also simply email us at info@prosolve.uk.

To: PROSOLVE LTD, 483 Green Lanes, London, England, N13 4BS — info@prosolve.uk

I/We [] hereby give notice that I/We [] cancel my/our [*] contract for the following order:

Ordered on [*]: ______________________

Name of consumer(s): ______________________

Address of consumer(s): ______________________

Signature of consumer(s) (only if this form is notified on paper): ______________________

Date: ______________________

[*] Delete as appropriate.

PROSOLVE LTD · Company no. 13955695 · 483 Green Lanes, London, England, N13 4BS · info@prosolve.uk · +44 330 321 0494