Terms of Service

1. Agreement to these terms

These Terms of Service (“Terms”) are an agreement between you and Proper Systems Co. LLC, a Tennessee limited liability company (“Proper Systems Co.,” “we,” “us”). They cover your use of propersystemsco.com, our free Starter Pack, the Proper Systems Kit, the AI Back Office Setup, the Managed Back Office service, and anything else we provide (together, the “Services”).

By using the site, downloading a template, buying something, or signing up for a service, you agree to these Terms. If you’re agreeing for a company, you confirm you have authority to bind it, and “you” means that company. The Services are for businesses, and you must be at least 18 to use them.

If we sign a separate written agreement or order with you for a service, that agreement controls where it conflicts with these Terms.

2. What we offer

• Starter Pack (free): a change order template and a draw schedule template, sent by email after you sign up.
• Proper Systems Kit ($97, one-time): a set of digital templates and a how-to guide you set up yourself.
• AI Back Office Setup ($1,500, one-time): we set up three workflows from our workflow menu inside your own tools. See section 5.
• Managed Back Office ($350 per month, 3-month minimum): ongoing tuning, fixes, and new workflows after setup. See section 6.

Prices are in U.S. dollars and don’t include any sales tax that may apply. Launch prices may change for new customers; a price change won’t affect something you’ve already paid for.

3. Templates: your license

When you download the Starter Pack or buy the Kit, we give you a non-exclusive, non-transferable license to use, copy and edit the templates for your own business, including with your own clients, subs, suppliers and lenders.

You may not resell, sublicense, publish or share the template files themselves (or lightly edited versions of them) as a product, freebie or download, or give them to another company to use as its own. We keep ownership of the templates and guide.

4. Templates and AI drafts are not professional advice

Our templates, guides and the drafts our workflows produce are practical business tools. They are not legal, tax, accounting, lending or insurance advice, and we’re not your attorney or accountant.

• Contract, change order, lien and draw requirements vary by state and by lender. Have a licensed attorney in your state review any contract forms before you rely on them.
• AI can make mistakes. It can misread a document, get a number wrong, or phrase something poorly. You are responsible for reviewing every estimate, change order, invoice, email and other draft before it is sent, signed, entered or paid.

5. AI Back Office Setup

Scope

You choose three workflows from our workflow menu (or a comparable workflow we agree to in writing). We build them inside your own accounts, test them on your real paperwork, and deliver a written step-by-step guide and a recorded walkthrough. Anything beyond that is custom work and needs a separate written quote.

Timing

We complete setup within 14 days after the later of (a) payment and (b) the day you’ve given us the access and information we ask for in our intake checklist. If we’re waiting on you for access, sample documents or answers, the 14-day clock pauses until we get them. We’ll tell you in writing what we’re waiting on.

How we work

Setup is done by email and recorded video; no meetings are required. An optional 30-minute call before setup is available.

Your responsibilities

• Give us the access we need (we recommend a separate login or delegated access, not your personal password), and remove it when we’re done.
• Pay for your own AI plan (for example, a Claude plan paid directly to Anthropic) and any software you use. We’ll tell you what those cost before you buy.
• Review and approve everything the workflows draft before it goes to a client, sub, supplier or lender, or into your books.
• Make sure you have the right to share any data you give us access to, and that your own use of email, including any marketing email you send, follows the law.

Handoff

Setup is complete (the “Handoff Date”) when we deliver the guide and walkthrough and confirm in writing that the three workflows are live. Our 60-day guarantee runs from the Handoff Date; see our Refund Policy.

6. Managed Back Office

• Available to setup clients. $350 per month, billed monthly in advance, with a 3-month minimum.
• Includes tuning and fixes to your workflows, with a response within 2 business days; one new workflow per quarter; and a monthly hours-saved report.
• After the 3-month minimum, it continues month to month. Cancel any time by emailing us before your next billing date; service runs through the end of the month you’ve paid for.
• If you cancel during the minimum, the remaining minimum months are still due.
• Monthly fees aren’t refundable once a month has started, except as stated in our Refund Policy.

7. Payment

Payment is due up front unless we agree otherwise in writing. You authorize us and our payment processor to charge your payment method for what you buy, including monthly Managed Back Office charges until you cancel. If a payment fails, we may pause work until it’s resolved. If you think a charge is wrong, email us first and we’ll sort it out.

8. Third-party tools

Our workflows run on tools we don’t own or control, such as your email, accounting software, file storage and AI provider. Their terms and prices apply to your use of them. We aren’t responsible for their outages, changes, pricing or how they handle data. If a tool changes in a way that breaks a workflow, we’ll help fix it under the Managed Back Office service, or quote the fix if you’re not on it.

9. Your data and confidentiality

You own your business data and everything our workflows produce for you. We use access you grant only to provide the Services, keep your non-public business information confidential, and don’t sell it or use it to train AI models. Our Privacy Policy explains how we handle personal information.

We keep ownership of our templates, guides, prompts, methods and know-how, and we may reuse general lessons learned (never your confidential information) in work for others. You get a perpetual license to keep using the workflows, prompts and guides we set up in your accounts for your own business.

10. Disclaimers

We’ll do the work in a professional, workmanlike way. Apart from that and the guarantee in our Refund Policy, the Services are provided “as is.” To the fullest extent the law allows, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We don’t promise that any workflow will be error-free or uninterrupted, or that it will produce any particular business result.

11. Limit of liability

To the fullest extent the law allows:

• Neither of us is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if warned they were possible.
• Our total liability for any claim relating to the Services is limited to the amount you paid us for the Service the claim relates to in the 12 months before the claim arose.
• We aren’t responsible for anything sent, signed, entered or paid after you reviewed and approved it, or that you sent without reviewing it.

Some places don’t allow some of these limits, so they apply only as far as the law allows.

12. Your responsibility to us

You agree to cover reasonable losses and costs (including reasonable attorney fees) we incur from a third-party claim arising out of your content or data, your use of the Services in violation of these Terms or the law, or documents you sent or approved.

13. Ending the relationship

You can stop using the Services at any time. We can stop providing a Service if you don’t pay, break these Terms, or ask us to do something unlawful or unsafe; if we end a paid service for any other reason, we’ll refund the unused portion. Sections that by their nature should survive (licenses you’ve paid for, disclaimers, limits of liability, and the sections below) continue after the relationship ends.

14. Governing law and disputes

These Terms are governed by the laws of the State of Tennessee, without regard to conflict-of-law rules. If a dispute comes up, email us first and we’ll try in good faith to work it out within 30 days. If we can’t, the dispute will be decided in the state or federal courts located in Davidson County, Tennessee, and both of us consent to those courts.

15. General

These Terms, our Privacy Policy and our Refund Policy are the whole agreement between us about the Services. If part of these Terms can’t be enforced, the rest still applies. Our not enforcing something isn’t a waiver. You may not transfer these Terms without our written consent; we may transfer them as part of a sale or reorganization of our business. Neither of us is responsible for delays caused by events outside reasonable control. We may update these Terms by posting a new version here with a new effective date; changes don’t apply to anything you’ve already paid for.

16. Contact

Proper Systems Co. LLC
100 Powell Place #1507, Nashville, TN 37204
hello@propersystemsco.com