Terms and Conditions
1. Introduction
1.1 These conditions and our privacy policy apply to and govern your use of our website and the legal relationship between you and us when you ask us to produce work for you and we agree to do so. Please read them carefully.
1.2 These conditions and our privacy policy will apply in place of any terms and conditions you or your business may have.
2. Use of Terms
2.1 In these conditions and in our privacy policy references to:
2.1.1 "you" and "your" are to you as the user of our website and/or the buyer of our goods and services and include any one on behalf of which you use our website.
2.1.2 "us" "we" and "our" are to Turnkey Financial Solutions Ltd (Company Registered Number 11210237 ) and where applicable to its officers employees and authorised agents.
2.1.3 "our website" are to "www.vfd-pro.com" and any other website address we may use in addition to or substitution for it.
2.1.4 “your online account” is to your user login & passwords issued for your use to enable access to your web based management system.
2.1.5 “website system” is to a supplied web based content management system.
2.1.6 “fast track” is to orders for goods or services that will be given priority delivery schedules.
2.1.7 “unuique bespoke design” is to a design for a website tailored or produced uniquely for you from either a concept, idea or examples provided.
2.1.8 “bespoke programming” is to producing addition elements or new parts of code to enable your web based system to complete a previously agreed task or tasks that are non-standard to our content management system.
2.1.9 “custom bespoke design” is to a design for a website based upon either a supplied design or a design chosen from existing website design stock and amended for use for your brand or business.
2.1.10 “NDA” is to a Non Disclosure Agreement – an agreement between us and yourself agreeing not to disclose the information about your project.
2.1.12 “setting your website live” is to the status of a site that is ready for switch to the 'production server.
3. Business Service
3.1 Our website is exclusively for business use and is not for the use of private individuals as consumers.
3.2 When using our website you represent to us that all orders for our goods and services which you submit will be for business purposes only and within the scope of your authority to make contracts on behalf of the business for which our services are required.
3.3 You agree that you will use our website’s only for the purpose of the business you represent and will not exploit our website or any of its contents commercially.
4. Privacy Policy
4.1 Our privacy policy is part of these conditions.
4.2 By using our website you agree to be bound by and to observe the terms of our privacy policy as displayed on www.vfd-pro.com and these conditions.
5. Your Obligations
5.1 It is your responsibility in dealing with us:
5.1.1 to ensure that all the information you provide to us is accurate and complete. No changes to your order will be agreed once we have accepted it unless treated as a chargeable upgrade or unless agreed to by a Director of Turnkey Financial Solutions Ltd in writing.
5.1.2 to protect and maintain the confidentiality of your account with us and to restrict unauthorised access to and use of your computer customer reference number, account number, user login details and passwords.
5.2 You agree to be responsible for all transactions between us and you in response to orders made by you.
5.3 You must inform us immediately in writing and by way of telephone if you are aware or believe someone else has or may have had unauthorised access to your account with us.
5.4 You must be 18 years of age or over and have legal capacity to make contracts to order work from us.
6. Access to Our Website and Website Systems
6.1 We will use our reasonable endeavours to ensure that our website is available for use and that transmissions are error free.
6.2 Access to our website and website systems may be interrupted or suspended at our discretion for repair and maintenance work updating services or events beyond our reasonable control.
6.3 We reserve the right in our discretion to deny access to our website or website systems cancel orders change or remove its content or terminate accounts.
6.4 You must not use, adapt, duplicate, modify or exploit any image text or graphics on our website or website systems without our written permission.
6.5 You must not use our website or website systems:
6.5.1 for any unlawful purpose or activity
6.5.2 to send or use material that is illegal, obscene, abusive, offensive or defamatory
6.5.2.1 in breach of copyright trademark privacy or any other intellectual property right or,
6.5.2.2 that contains software viruses advertising political material or spam
7. Disclaimer of Liability in Respect of Our Website
7.1 We make no representations in respect of our website, its contents or the accuracy, completeness or suitability for any purpose of the information published on it.
7.2 We do not warrant that our website, website systems or your website is free from computer viruses or other defects that may cause loss or damage.
7.2.1 It is your responsibility to implement valid and up to date antivirus systems on your computers and your networks.
7.2.2 We are not responsible for the loss of any data due to a computer virus entering your system via email or any other format.
7.3 We exclude all liabilities for loss or damage due to technical inaccuracies or typographical errors so far as the law allows.
7.4 We will not be liable for any loss or damage arising out of the use of our website, website system or your website.
7.5 If the goods we supply are not what you ordered or are damaged or defective or you do not receive your order we shall have no liability to you unless you notify us in writing at our contact address (20-22 Wenlock Road, London, England, N1 7GU) within 10 days of the date of supply or as appropriate of the date we notified you of the availability for supply of your goods / services by way of our website, website systems or your website.
7.6 If you notify us of a problem under condition 7.5 we shall have the right:
7.6.1 to make good any shortage or non delivery within a reasonable period based upon reasonable realistic timescales appropriate to the size of the job and amount of work required.
7.6.2 to replace or repair any goods / services that are damaged or defective; or,
7.6.3 to refund to you all or a part of the amount you paid for the goods, systems, services, features in question less and any administration fee paid.
7.7 We will not be liable to you except as required by law for any indirect or consequential loss, damage, or expenses (including but not limited to loss of profits, business income or goodwill) however it arises whether you notify us of the problem or not under Condition 7.5.
7.8 We shall have no liability to pay you back any money by way of compensation or refund except in accordance with Conditions 7.6.3, 11.2.1, or otherwise as required by law.
7.9 You must observe and comply with all relevant legislation and regulations including if we ask you to do so all necessary customer import or other permits to purchase goods from our website.
7.10 None of the disclaimers in Condition 7 are intended to exclude or limit our liability to you for death or personal injury resulting from our negligence.
8. Our Contract
8.1 When you place your order for any of the services featured on our website or offer by us to you, your order will be a request for the performance of those services.
8.2 We may accept or decline your request by sending you an email message to the email address you provided at the time of your order, confirming the details of your order were as per your last quotation and the invoice supplied by us.
8.2.1 We will confirm your order by Email to your provided email address.
8.3 A legally binding contract between you and us will only come into existence when we accept your order in accordance condition 8.2.
9. Ordering our Services and Goods
9.1 You may place your order for our goods and services:
9.1.1 by telephone on number 0203 475 3313
9.1.2 by email to info@vfd-pro.comor directly to your contact.
9.1.3 by post to Turnkey Financial Solutions Ltd, 20-22 Wenlock Road, London, England, N1 7GU.
10. Cancelling Your Order
10.1 You cannot cancel your contract with us once we have accepted your offer and commenced work.
10.2 We will confirm your offer by way of confirmation of order; this will be sent to you via email to the email address you have provided.
10.3 If you cancel your order prior to confirmation and commencement of work, we reserve the right to deduct any costs or charges incurred to fulfil the processing of the order including bank and card processing fees, administration costs / fees and sales acquisition costs. These costs and charges will not exceed any deposit / administration fee already paid.
10.4 Refunds for cancellation of orders will be processed via cheque or BACS on or around the 10th of the following month.
11. Cancellation of Your Order by Us
11.1 We reserve the right to cancel the contract between us and you if:
11.1.1 we are unable to provide the services you have requested for any reason beyond our reasonable control
11.1.2 you provide us with any information in respect of your order which in our opinion is misleading, inaccurate or incomplete.
11.1.3 you require our services or goods for an illegal purpose.
11.1.4 you fail to supply requested information within a reasonable time scale.
11.2 If we cancel the contract with you we:
11.2.1 will notify you in writing or email to the provided addresses you submitted at the time of your order and refund any money you have paid to us as soon as practicable but,
11.2.2 will be under no legal obligation to pay you any compensation
11.2.3 We reserve the right to deduct any costs or charges incurred to fulfil the processing of the order including bank debit and card processing fees, administration costs / fees and sales acquisition costs. These costs and charges will not exceed any deposit / fees already paid.
12. Price and Payment Terms
12.1 The price for the work you order from us is set out in our quotation to you and sent to you by way of email in advance of your order.
12.2 We reserve the right to change the price of our goods and services at any time or remove, modify or update any quotation or offer without further notice.
12.3 When we accept your order we will confirm the total price that you will be asked to pay a deposit / administration fee by way of either BACS transfer, cheque, Paypal, Visa or MasterCard Credit Card or Visa or MasterCard Debit Card.
12.4 Any quotation we send you for our goods or services will be valid for 14 days from date of quotation unless provided in connection with a special offer or detailed otherwise on the offer or quotation, when it will only apply until the date on which the offer ends.
12.5 If you live in the United Kingdom you will be required to pay between 0% and 100% of the price for the work you order from us depending upon the offer or promotion in place, and to pay the balance for the work being completed prior to the site / website system going onto a live server. All training, upgrades, SSL certificates, other associated products / services and hosting charges require 100% payment in advance.
12.6 If you live outside the United Kingdom we may require you to pay for our services and goods in full before we complete any work for you.
12.7 We will request payment of a deposit of up to 100% of the price payable in advance for all bespoke ordered work.
12.7.1 Payment for websites and web based systems become due as stated on the quotation and / or invoice or when the site or system is ready to go on to the live server, this is before training, integration of payment gateway if required, integration of SSL certificate if required.
12.7.2 Payment may not be withheld for you to populate your website. In the event you do withhold payment to populate your website, an admin handling charge of £50 + VAT per day will become payable.
12.8 Any deposit paid will be non returnable unless we cancel your order under Condition 11.
12.9 If you are a United Kingdom resident and fail to pay us within 14 days of our invoice date we will remind you that payment is overdue. If payment is still not made, action may be taken to recover the outstanding debt. We reserve the right to suspend all services and websites you hold with us until all outstanding payments are received without further notice.
12.9.1 If you have contracted to purchase goods or services from us on a pay monthly on an extended, fixed term agreement, and subsequently fail to make payment when due such that your account becomes 2 months in arrears, then the full amount due for the remaining contract period will become due for payment.
12.10 We reserve the right at our discretion to charge you interest both before and after any Court judgment on the unpaid amount of any invoice we have sent you for our goods and services not paid within 14 days of the invoice date at the rate of three per cent (3%) per calendar month or part of a calendar month calculated on a daily basis until we receive payment in full in cleared funds:
12.10.1 if you are a United Kingdom resident from a date fourteen (14) days after the date of our invoice, or
12.10.2 if you are not a United Kingdom resident from a date twenty eight (28) days after the date of our invoice.
12.11 The price excludes value added tax and if chargeable delivery charges which are payable in addition to the price.
12.12 You will remain responsible for the payment of our invoice for goods and services supplied to you where you are unable to upload the information we send you on to your equipment for any reason beyond our control.
13. Title to Goods
13.1 Ownership of website code, or any code resulting from ‘bespoke programming is retained by us and is supplied on a single lifetime licence basis unless written exclusively for you and confirmation is supplied in writing by a director of the company unless using Open Source software systems or components.
13.2 We retain title and ownership of any proprietary website system, ecommerce shopping cart, content management system and any other generic parts of the system supplied unless using Open Source software systems or components.
13.3 Specialist functionality produced exclusively for your system may have full title passed with prior agreement in writing from a company director.
13.4 We shall continue to own any goods / services whether or not delivered to you until you have paid us in full for them and the work we have done for you.
13.5 Failure to renew the website system hosting or licence will result in cancelation of the lifetime licence and transfer of that licence back to us and any copy of the website system can be deleted from any supplied hosting solution and backup. This only applies if the website system is hosted with us or an Turnkey Financial Solutions Ltd hosting partner where we or any subsidiary / associate company incurs a cost for the maintenance, support or infrastructure in relation to maintain the website system on the Internet.
13.6 Transfer of ownership of any licence between parties is allowed but we must be informed in writing by both parties for this to take place. Failure to notify Turnkey Financial Solutions Ltd may result in users of the website system not being informed of any critical updates, security updates or PCI DSS compliance issues that may happen from time to time. We will not accept any liability in relation to this what so ever.
13.7 Transfer of ownership of any Turnkey Financial Solutions Ltd Licence may involve an administration charge.
13.8 Domain names are registered in your own legal name unless otherwise requested.
13.9 Ownership of title of domain names is passed upon full and final payment being received.
14. Availability
14.1 All orders for services and goods from us are subject to availability.
15. Delivery (if applicable)
15.1 We will notify you of the approximate date of delivery in your order confirmation this will be sent via post or email to the addresses provided.
15.2 Once the goods have been delivered they will be at your risk and we will not be liable for their loss damage or destruction.
15.4 All delivery timescales provided are estimates, the company will confirm the estimated timescale of delivery on the order confirmation.
15.6 Delays in response to our team, or changes in specification will nullify any guaranteed or confirmed time scales.
15.7 A maximum claim cannot exceed 10% of the net cost of the website system for late delivery if a timescale was guaranteed or confirmed.
15.8 No claim can be made in the event that no confirmation of delivery time was requested in writing or sought upon return of the RFI and confirmed in writing.
16. Intellectual Property
16.1 Copyright
16.1.1 All rights in the design text graphics and other material on our website and its arrangement and in our publicity and marketing literature are our copyright or that of other parties. You are permitted to copy electronically and print in hard copy parts of our website only in connection with the acquisition of our goods and services. Any other use or reproduction of material on or from our website without our prior written permission is illegal and is strictly prohibited.
16.1.2 Trademarks
16.1.3 We are the proprietor of the registered ‘Turnkey Financial Solutions Ltd’ trademarks. All other trademarks, product names, logos and company names used in our website are our property or that of the respective owners of the marks, names or logos. No permission is given by us to use any of those marks, names or logos and any use by you without the owner’s permission may constitute an infringement of the holder’s rights.
17. Intellectual Property
17.1. You understand that, we may ask you to: (i) provide feedback or input on a number of topics, including but not limited to, the design, functionality, user interface, development, and integration or release strategy of our products or services; and (ii) participate in focus groups and/or the usability evaluation for certain of our products, prototypes, or mock-ups. Unless otherwise agreed to in writing by us and you pursuant to a separate agreement, you acknowledge and agree that any such feedback, input, or participation by you in any such activities (collectively, “Feedback”) is provided on a voluntary basis only and you will not seek or be entitled to receive any compensation in any form for such Feedback. Further, you agree that no Feedback provided by you shall include confidential or proprietary information that is owned by you or any other third party, or that you are compelled to keep confidential by law or otherwise. To the extent that any IP is created, conceived, developed, or made during the course of your acting as a product advisor, it shall be exclusively owned by, and is hereby assigned to, us, whether it is based upon, makes references to, incorporates, or otherwise makes use of, in whole or in part, Feedback.
18. Changes to Our Conditions
18.1 We may change these conditions at our discretion. If we do so we will post the changes on our website. Your continued use of our website, website systems following any changes to these conditions will acknowledge your acceptance of any changes we make.
18.2 Any contract between us and you will be subject to the conditions which apply at the time we accept an order to produce work for you.
19. Notices
19.1 We may contact you by post, email, fax or online by placing notices on our website in your user login area.
19.2 You agree that all notices or other communications we send you electronically are in writing for the purpose of satisfying any legal requirements.
19.3 All notices which you send us must be in writing and sent to our contact address at Turnkey Financial Solutions Ltd, 20-22 Wenlock Road, London, England, N1 7GU.
20. Third Party Rights
20.1 A person who is not a party to any contract between you and us has no right to enforce any of these conditions under the Contracts (Rights of Third Parties) Act 1999.
20.2 Condition 26.1 does not affect any right or remedy that a third party may have apart from that Act.
21. Invalidity
21.1 If any court having the right to do so decides that any of these conditions is unenforceable those which remain will continue to have legal effect between us and you.
22. Waiver of Our Rights
22.1 If you breach any of these conditions and we take no action against you for doing so this will not prevent us from using our legal rights to take action in any other situation where you breach these conditions.
23. Entire Agreement
23.1 These conditions together with our current website prices delivery details contact details and privacy policy set out the whole of the agreement under which we will produce work for you if we accept your order.
23.2 Nothing said by any salesperson on our behalf is to be understood by you as a variation of these conditions or as an authorised representation about the nature or quality of the goods and services we provide.
24. Governing Law
24.1 These conditions and any contract between you and us are governed by and interpreted in accordance with English law.
24.2 You and we agree to submit to the exclusive jurisdiction of the courts of England and Wales to resolve any disputes between us which cannot be agreed under these conditions.