Please read these Terms of Service ("Terms") carefully before using the Proper Masters website or engaging our services. By accessing our website or entering into a service agreement with us, you agree to be bound by these Terms.

If you do not agree with any part of these Terms, please do not use our website or services.

1. About us

Proper Masters operates through two related legal entities:

• Proper Masters LTD, a company registered in England and Wales (Company No. 17031506 ), registered address: 71-75 Shelton Street, Covent Garden, London. WC2H 9JQ ("Proper Masters UK")

• Proper Masters LLC, a limited liability company incorporated in Wyoming, and a wholly owned subsidiary of Proper Masters LTD ("Proper Masters US")

Together, these entities are referred to in these Terms as "Proper Masters", "we", "us", or "our."

The contracting entity will depend on the client's location and the terms of the applicable Service Agreement:

• Clients based in the United Kingdom will ordinarily contract with Proper Masters LTD

• Clients based in the United States will ordinarily contract with Proper Masters LLC

In either case, services may be delivered by consultants or personnel across both entities and their wider LATAM network, as appropriate.

Contact email: info@propermasters.com Website: www.propermasters.com

2. Scope of services

Proper Masters provides nearshore IT staffing and consulting services, including but not limited to:

• Placement of individual IT consultants on a time-and-materials basis

• Assembly and management of dedicated delivery teams

• IT strategy, implementation, operations, and support services

The specific scope, deliverables, timelines, and commercial terms for each engagement are set out in a separate Statement of Work (SOW) or Service Agreement between the applicable Proper Masters entity and the client. In the event of any conflict between these Terms and a specific Service Agreement, the Service Agreement shall take precedence.

3. Use of our website

You may use our website for lawful purposes only. You agree not to:

• Use the website in any way that breaches applicable local, national, or international law or regulation

• Transmit any unsolicited or unauthorised advertising or promotional material

• Attempt to gain unauthorised access to any part of our website or its related systems

• Use the website to transmit harmful, offensive, or fraudulent content

We reserve the right to suspend or terminate access to our website for any user who breaches these conditions.

4. Client obligations

When engaging Proper Masters for services, the client agrees to:

• Provide timely access to information, systems, and personnel reasonably required for the delivery of services

• Appoint a named point of contact responsible for approving deliverables and providing feedback

• Pay invoices in accordance with the agreed payment terms set out in the applicable Service Agreement

• Use consultants and services provided by Proper Masters solely for lawful business purposes

5. Zero-risk trial and consultant replacement

If a placed consultant is not the right fit for the client's requirements, Proper Masters will replace the consultant at no additional cost, up to two (2) times, provided the replacement request is made within the timeframe of the agreement with Proper Masters. Replacement requests made after this period will be handled in accordance with the terms of the applicable Service Agreement.

6. Fees and payment

All fees are agreed in advance and set out in the applicable Service Agreement or Statement of Work. Unless otherwise agreed:

• UK clients are invoiced in GBP by Proper Masters LTD

• US clients are invoiced in USD by Proper Masters LLC

• Payment is due within [e.g. 30] days of the invoice date as agreed between Proper Masters and the Client

• Late payments may be subject to interest. For UK clients, the Late Payment of Commercial Debts (Interest) Act 1998 may apply. For US clients, applicable state law shall govern

• Proper Masters reserves the right to suspend services in the event of non-payment

7. Intellectual property

Unless otherwise agreed in writing:

• Any work product or deliverables created by Proper Masters consultants during an engagement become the property of the client upon full payment of all outstanding fees

• Proper Masters retains ownership of any pre-existing tools, frameworks, methodologies, or know-how used in delivering services

• Neither party may use the other's name, logo, or trademarks without prior written consent, except that Proper Masters may reference the client as a customer for general marketing purposes unless the client objects in writing

8. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information disclosed during an engagement ("Confidential Information"). This obligation does not apply to information that:

• Is or becomes publicly available through no fault of the receiving party

• Was already known to the receiving party prior to disclosure

• Is independently developed without reference to the Confidential Information

• Is required to be disclosed by law or regulation

This confidentiality obligation survives termination of any engagement for two (2) years.

9. Data protection

Each party agrees to comply with applicable data protection laws in connection with personal data processed under these Terms, including:

• The UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, as applicable to Proper Masters LTD and UK clients

• Applicable US federal and state privacy laws, as applicable to Proper Masters LLC and US clients

Where Proper Masters processes personal data on behalf of a client, the parties will enter into an appropriate data processing agreement. Please refer to our Privacy Policy for further information on how we handle personal data.

10. Limitation of liability

To the fullest extent permitted by applicable law:

• The total liability of the applicable Proper Masters entity to the client shall not exceed the total fees paid in the three (3) months preceding the event giving rise to the claim

• Proper Masters shall not be liable for indirect, consequential, incidental, or special damages, including loss of profits, loss of data, or business interruption

Nothing in these Terms excludes or limits liability for fraud, death or personal injury caused by negligence, or any other liability that cannot be excluded by law.

11. Termination

Either party may terminate an engagement by providing written notice as specified in the applicable Service Agreement. In the absence of a specific notice period, either party may terminate with the agreed days' written notice.

Upon termination, the client shall pay for all services rendered up to the termination date. Proper Masters will return or securely destroy any client data or materials upon request.

12. Governing law and jurisdiction

The governing law and jurisdiction will depend on the contracting entity:

• Engagements with Proper Masters LTD are governed by the laws of England and Wales, and any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales

• Engagements with Proper Masters LLC are governed by the laws of the State of Wyoming, and any disputes will be subject to the exclusive jurisdiction of the courts of that state

In all cases, both parties will attempt to resolve disputes amicably before initiating formal legal proceedings.

13. Relationship between entities

Proper Masters LLC is a wholly owned subsidiary of Proper Masters LTD. Each entity is a separate legal person and contracts independently with clients in its respective jurisdiction. Proper Masters LTD does not guarantee the obligations of Proper Masters LLC, and vice versa, unless expressly stated in a specific Service Agreement.

14. Changes to these Terms

We reserve the right to update these Terms at any time. Changes will be posted on this page with an updated "Last updated" date. Continued use of our website or services after any changes constitutes acceptance of the updated Terms.

15. Contact us

For questions about these Terms, or to identify the correct contracting entity for your engagement, please contact us:

Proper Masters — info@propermasters.com Website: www.propermasters.com