Thank you for considering VFairs. These Terms of Service set out the rules that govern your use of the website and, where relevant, the purchase and delivery of engineering and design services. They form a clear agreement between you, the visitor or the client, and VFairs LLC, the company that operates this site and provides the services that are described here.
By browsing this website, by sending an enquiry, by commissioning work or by accepting a written proposal you agree to be bound by these terms in their current form. If you do not accept these terms, you should not use the enquiry channels of this site or commission any service through the Company. Simply reading the pages remains unaffected by the agreement, because reading is open to everyone.
Nothing in these terms overrides a particular written contract that the Company and a client later sign for a specific project. Where a signed project agreement exists, that agreement takes precedence over these general terms for the matters it covers, and these general terms continue to apply to everything the project agreement does not address.
Please read these terms carefully before sending any enquiry. A short call to the desk can clarify any point that reads as unclear, and the Company would far rather answer a question up front than leave a client building on a wrong assumption.
The services described on this website are provided by VFairs LLC, a limited liability company registered and operating in the United States. The registered office of the Company is at 539 W Commerce St # 2190, Dallas - 75208-1953, United States (US). The working email for general business matters is talk@vfairs.lol and the desk telephone number is +15016677790.
The engineering practice and the development of the platform itself is carried by a team led by VFairs, the developer who founded the practice and who stands behind the quality of the work that leaves the studio. When these terms refer to the Company they mean the legal entity VFairs LLC, which is the party that issues invoices and accepts responsibility for the services agreed.
Reference elsewhere on this site to the developer name VFairs is a description of the person who leads the practice rather than a separate contracting party, and clients should treat the legal entity of the Company as their true counterparty throughout any commercial relationship.
To commission services from the Company you must be at least eighteen years of age and must have the authority to enter into an agreement on behalf of yourself or the organisation you represent. By submitting an enquiry or accepting a proposal you confirm that these conditions are met.
Where a proposal is addressed to a specific organisation, the person who accepts it confirms that they act with the authority of that organisation and that the organisation will be bound by the terms of the agreement exactly as if it had signed personally. If there is any doubt about authority, the Company will ask for written confirmation before work begins.
The Company reserves the right to decline a project at its own discretion, without giving reasons, and to set sensible limits on the volume of preliminary advice that can be given free of charge before a paid engagement begins. Declining a project never attracts a fee, and any information shared before the decline is handled in line with the privacy policy.
You are responsible for the accuracy of the information you give to the Company and for keeping that information current when the details change. An incorrect email address or a phone number that no longer works can delay the delivery of a proposal or of project updates, and the Company relies on the contact details supplied to keep the engagement moving.
You are also responsible for the security of any credentials or access that the Company grants to shared systems during a project. Where temporary access is provided so that work can be carried out on your platform, that access must be protected and must not be shared beyond the people authorised to use it. The Company will close access again once the task is complete.
Finally, you are expected to respond to reasonable requests in a timely manner. Many delays in a project arise not from the work itself but from slow responses to questions, to approval requests or to requests for access, and the Company will keep you informed whenever an input from your side is needed to keep the schedule honest.
VFairs delivers a focused range of services within the field of computer integrated systems design for operators across the United States. The principal offerings, described in full on the services page, are enterprise systems integration, custom software architecture, cloud infrastructure design, legacy system modernisation, data pipeline engineering and IT service management platforms.
Through enterprise systems integration the Company connects existing applications into a dependable whole. Custom software architecture work produces the structure and boundaries that a new or growing product needs. Cloud infrastructure design lays out networks, identities and storage into a calm and costed foundation. Legacy modernisation lifts proven systems safely onto modern foundations, data pipeline engineering builds the streams that deliver reliable figures, and IT service management work establishes the platforms and flows that keep an operation disciplined.
Each engagement is scoped individually, because no two operators run the same way. The precise deliverables, approach and schedule of a project are recorded in the written proposal that follows the discovery discussion, and that proposal becomes the reference point against which the engagement is measured.
After an initial discussion the Company prepares a written proposal that describes the scope of the work, the approach that will be taken and a fee for the effort involved. Proposals are offered in good faith and remain valid for the period stated on their face, after which the Company may ask for a fresh review of the assumptions behind the price.
An estimate describes the likely cost of an area of work and is offered to inform a decision rather than to fix a final price. By contrast a fixed quote, where one is given, binds the Company to deliver the stated scope for the stated amount, provided that the described assumptions continue to hold and that no client side delay inflates the effort required.
Where a project discovers genuine scope that was not reasonably visible at the planning stage, the Company will stop and explain the situation rather than silently absorb unbudgeted work or silently trim quality. In such a case a change order is raised, the effect on the fee and the schedule is set out plainly, and the work proceeds only once the client has agreed.
Fees for services are set out in the written proposal or the signed project agreement. The Company normally acts on a basis that is agreed at the start: for larger builds the fee is often staged against milestones, while for shorter reviews a single settled fee may apply. Whichever basis is chosen, the detail of what triggers each payment is written into the agreement before work begins.
Invoices are issued at the points described in the agreement and are due within the number of days stated there, counted from the date of issue. Where a payment falls overdue, the Company will first send a friendly reminder, and thereafter will pause work until the account is brought up to date. Late payment may attract the interest allowed by law, and any costs reasonably incurred in collecting an overdue balance may be recovered from the client.
All fees are stated in United States dollars unless the proposal says otherwise. The Company will always confirm the currency before work starts so that no misunderstanding arises over the amount owed.
Prices shown or quoted may or may not include any applicable taxes depending on the nature of the client and the place of the work. The Company will state clearly on the invoice whether taxes are included, and will apply taxes only where the law requires it to do so.
Where a sales or use tax legitimately applies to a purchase made, the Company will add that tax to the invoice at the correct rate for the jurisdiction concerned. Where a client is itself a taxable concern and can supply a valid reason to be treated without tax, the client should make that known at the outset and provide whatever certificate the law requires.
The client remains responsible for the accurate statement of its own tax position and for any taxes for which it is directly liable under law, including payroll or withholding obligations attached to its own staff.
Every project begins with a short discovery phase in which the Company listens to how the operation runs and agrees on the outcome that the work should produce. This phase ends when a written proposal is accepted and the agreement is formed. Work does not begin on any substantial task before that agreement is in place.
During delivery the Company works in clear, reviewable stages. Each stage is built, tested and handed over for comment before the next begins, so that a problem is found while it is still small. Progress is reported honestly, and where the plan needs to change the change is raised early and agreed rather than announced late.
Delivery is complete when the agreed scope has been met and the rundown set of handover material has been provided. The handover typically includes the working systems themselves, a readable record of what was built and how it is operated, and a short note on any follow on work that the client may care to consider.
To carry out an engagement the Company will usually need access to material that belongs to or concerns your operation: diagrams of your systems, sample data, access to test environments, brand files and the like. You confirm that you are entitled to provide this material and that sharing it with the Company for the purpose of the agreed work does not break any agreement or law that binds you.
The Company uses the material you provide only for the purposes of the engagement and keeps it to the minimum needed to do the job. Material that you own stays owned by you throughout; nothing about commissioning work transfers the ownership of your own material to the Company.
Where material you provide turns out to be inaccurate or incomplete, delivery may be delayed while the gap is resolved. It is to everyone advantage to have the material right at the start, and the Company will always say plainly if it needs something more to work from.
The Company respects both sides of the intellectual property question. Material, data and content that belong to you stay within your ownership, while the tools, frameworks, notes and internal methods that the Company brings to the work remain the property of the Company.
Where work is newly created for a client and paid for in full, the ownership of that finished deliverable passes to the client on the settlement of the final invoice, subject to any licences needed for third party components that the client agreed to adopt along the way. Standard building blocks and general knowledge that the engineers carry into every project remain freely reusable by the Company in its future work.
Neither party is granted any right to use the trademarks or the branding of the other except as needed to describe the work done. A client may state plainly that VFairs built its systems, and may display the usual credits, and the Company will not place publicity about its own work without asking first.
Much of the work the Company carries out touches third party platforms, cloud providers and software products. Where a project adopts a third party tool, the licence and the terms of that tool belong to its own maker and bind the client directly, and the Company will point out those obligations whenever they matter.
The Company chooses third parties with care and recommends only tools it believes are soundly run. Even so, the Company does not control those services and cannot be responsible for their availability or for a change they make to their own terms after the project is complete. Where a third party alters a service that the delivered work depends on, the Company will help to assess the impact and to plan a response.
Nothing in this section reduces the obligation of the Company to deliver the agreed scope well. It is simply an honest statement that some dependencies within any modern system will always live beyond the Company own control.
The quality of a delivered system depends in part on the quality of the cooperation during the build. The Company asks each client to nominate a single point of contact who can answer questions, to provide the agreed access and material promptly, and to review the stages that are handed over within the reasonable window set out in the plan.
If a client does not respond to a request for review or approval within the agreed window, the Company will treat the stage as accepted and move forward, recording in writing that no objection was received. This keeps a project honest and prevents a later objection to work that was offered openly and left unopposed.
Changes beyond the agreed scope naturally cost more. Where a client asks for work that strays from the written scope, the Company will describe the effect of that change before doing the extra work, so that the client can decide with the price on the table rather than discovering it later on an invoice.
During any engagement both sides may see information that is not public and that each treats as confidential. This can include a business plan, an early architecture, pricing, access details or a road map. Both the Company and the client agree to keep such material for internal use only, shared only with the people who genuinely need it to support the work.
These duties persist after the engagement ends. Information that was confidential while work was active does not suddenly become free to share simply because the project has closed, and the Company will continue to protect the client material it has seen in line with this commitment.
The duty does not apply to information that was already public, that is later made public without fault of the receiving party, or that must be disclosed to comply with a law or a court order. Where such a required disclosure arises, the receiving party will give the other the earliest reasonable notice so that steps can be taken to limit the reach of the disclosure.
Each party warrants that it acts within its powers and that the work it agrees to do will be carried out with reasonable care and skill. Within the course of the services, the Company agrees to maintain the standards of a competent practitioner in the field of systems design and cloud architecture.
There is no warranty that a system will be free from every remote fault or immune to the changing habits of the wider internet, because no honest engineer can promise that. Instead the Company warrants that the delivered work will match the agreed scope, will be handed over with sensible documentation, and will perform in accordance with the specification for the period described in the project agreement.
Support beyond the initial delivery period can be arranged under a separate agreement. Where a fault is reported within a warranty window and can be shown to arise from the delivered work, the Company will correct it without additional charge. Where a fault arises from a change made later by the client or from a third party alteration, correction is offered as follow on work at the usual rates.
To the fullest extent permitted by law, the liability of the Company in connection with any engagement or with the use of this website is limited to the total amount that the client actually paid for the particular services that gave rise to the claim. This cap is intended to keep a fair and predictable relationship and to reflect that engineering risk is shared rather than concentrated solely on one side.
Neither party will be liable to the other for indirect or consequential loss, for lost profits, for loss of data or for interruption of business, however caused, unless the loss arises from the fraud, gross negligence or wilful misconduct of the party at fault. This exclusion is important because no reasonable business can be expected to stand as insurer of every downstream fortune of its client.
Nothing in this section limits a party liability for matters that the law does not allow to be limited, such as liability for death or personal injury caused by negligence. Where any part of this limitation is held unenforceable, the remainder continues to apply as fully as the law permits.
Each party agrees to indemnify the other against losses that arise from its own breach of these terms or from its own negligent act, so far as those losses are properly attributable to it. This indemnity keeps the cost of a genuine fault on the shoulders of the party responsible for it.
Where a client provides material or instructions that turn out to breach a third party right, the client will hold the Company harmless against claims that arise from the Company reasonable use of that material under the client direction. In the same spirit, the Company will stand behind work it delivers where that work is shown to breach a third party right through the Company own design.
Neither indemnity extends to a claim that arises from the other party negligence or from a use of the work beyond the way it was agreed to be used. Each party will give the other prompt notice of any claim and a reasonable chance to control the response to it.
This website is made available to present the work of the Company and to give visitors a reliable way to reach the desk. The content on the site is provided for general information and is not a substitute for advice given personally about a specific situation. Before relying on any page a visitor is encouraged to confirm the detail with the Company directly.
The Company works to keep the site accurate, available and secure, but it does not warrant that the site will be uninterrupted, error free or free from the ordinary hazards of the internet. The site may be taken down briefly for maintenance, and the Company will keep such windows as short as it reasonably can.
By using the site you agree not to use it in a way that breaks the law, that interferes with others, or that attempts to reach parts of the service you have not been invited to reach. Ordinary, respectful use of a business website is all that is ever asked for.
Visitors to the site are welcome to read, to share the address and to quote the plain facts of the service, but they are asked not to misuse the pages. Automated scraping of the whole site, attempts to overwhelm the server, the posting of harmful content through the forms and any attempt to gain unauthorised access are all banned.
The Company may block an address or a device that it reasonably believes is acting against the safe running of the site, provided this does not unfairly stop a genuine visitor. Banning decisions are reviewed conservatively, because the Company would rather tolerate a little automated noise than accidentally cut off someone who truly wants help.
If you see content on the site that seems wrong, outdated or misleading, the desk would welcome a short note so the matter can be checked. Keeping the published detail honest is a shared aim.
These terms apply for as long as you use the site or maintain an active relationship with the Company. Either party may end a project engagement by written notice in the manner described in the signed agreement, and the ending of a project does not end obligations that were meant to survive it, such as confidentiality and the settlement of amounts already owed.
Where a client ends an engagement, work completed up to the date of the notice is paid for at the agreed rate, and any advance covering work not yet performed is returned. Property already handed over and paid for stays with the client as agreed.
The Company may suspend or end a relationship where a client is in material breach of the agreement and the breach is not remedied within a reasonable, stated window. Ending a relationship is never done lightly, and the Company will always first try to fix the difficulty by discussing it openly.
The Company keeps these terms under review and may revise them from time to time to reflect a change in the law, the services or the wider landscape of the industry. The effective date at the top of this page records the version that is currently in force.
Where a revision is only cosmetic or clarifies an existing rule it takes effect on publication. Where a revision carries a real change to the rights or duties of a client, the Company will draw the change to the attention of its active clients through the usual channels and allow a reasonable window for review.
Continuing to use the site or to maintain an engagement after a revision is published counts as acceptance of the new terms. A client who does not wish to accept a revision can raise the point in writing before the change takes effect, and the earlier version will continue to govern the existing work to the extent agreed.
If any part of these terms is found by a court to be unenforceable, that part is removed and the rest of the terms continue to stand. A single clause failing should never undo the whole agreement, because each section is meant to survive independently wherever the law allows.
A failure by either party to enforce any term on a particular occasion is not a waiver of that term and does not stop that party from enforcing it later. Waivers only apply when they are made expressly in writing, and silence should never be read as surrender of a right.
These terms, together with any signed project agreement, form the entire understanding between the parties about the matters they cover, replacing any earlier exchange of words or drafts that has not been carried into the written document.
These terms and any agreement made with the Company are governed by the law of the State of Texas in the United States, without regard to its conflict of laws rules. Choosing the law of the Company home state keeps the terms of an engagement consistent and predictable for both sides.
For any matter that does not proceed through the discussion route described below, both parties submit to the exclusive jurisdiction of the state and federal courts located in Dallas, Texas. Submitting to those courts does not mean either side expects a dispute; it simply means that if one arises it will be heard in a familiar and accessible place.
Nothing in this section prevents either party from seeking an interim remedy such as an injunction in any court with jurisdiction where that remedy is urgently needed to protect a right.
The Company genuinely hopes that every engagement ends on good terms, and it always tries to settle a difficulty through conversation first. Before any formal step is taken, either party may write to the other setting out the issue, and both will make a reasonable attempt to reach an agreeable answer within a short window.
If a joint conversation does not settle the point, the parties may agree to bring in a mutually acceptable independent expert to review a technical question, sharing the cost of that review evenly unless the review shows the complaint to be wholly on one side. Resorting to a court remains a last step rather than a first one.
The Company will never use the existence of smaller billing disputes to withhold work products or documentation that the client has lawfully paid for. In the rare case of a real deadlock, both parties agree to act reasonably and in the spirit of the settlement floor from which the business was built.
Any question about these terms, any request to open an engagement, and any notice required under an agreement should be sent to the desk in writing. The preferred channel is email, because it leaves a clear and reliable record.
You may reach VFairs LLC by post at VFairs LLC, 539 W Commerce St # 2190, Dallas - 75208-1953, United States (US); by email at talk@vfairs.lol; or by telephone at +15016677790. The desk is attended Monday to Friday from 9:00 AM to 6:00 PM Central Time.
Thank you for reading these terms. The Company believes that clear terms, honestly drawn and fairly applied, are as important to a lasting business relationship as a well built system, and it looks forward to the work it can do together.