Terms of Service

These Terms of Service (the “Terms”) govern the use of this website and the provision of services by VIGILANTDEFEND TECHNOLOGIES LTD, a company registered in England and Wales under number 16834535, with its registered office at 167–169 Great Portland Street, 5th Floor, London, W1W 5PF, United Kingdom (“VigilantDefend”, “we”, “us”). By using the website or engaging our services, you (“Client”, “you”) agree to these Terms.

• Services — software development, IT consultancy, management consultancy, support and maintenance provided by us.
• Agreement — a proposal, statement of work or contract accepted by both parties in writing (email is sufficient).
• Deliverables — software, documents, reports and other results created for you under an Agreement.
• Consumer — an individual acting wholly or mainly outside their trade, business, craft or profession.
• Business day — a day other than a Saturday, Sunday or public holiday in England.

1. We mainly provide Services to businesses. If you are a Consumer, section 17 applies in addition.
2. If an Agreement conflicts with these Terms, the Agreement prevails. Your own terms and conditions do not apply unless we accept them expressly in writing.
3. Information on the website is an invitation to treat, not a contractual offer.

You may use the website only for lawful purposes. You must not attempt to gain unauthorised access to it, introduce malicious code, carry out automated scraping that impairs its operation, or reuse its content commercially without our written consent. The website is under active development and may change or be unavailable at times.

1. Each engagement starts with a written proposal describing scope, Deliverables, timeline, fees and payment terms.
2. An Agreement is formed when you accept the proposal in writing.
3. Changes to scope must be agreed in writing and may affect fees and timelines.

1. Fees are agreed per project, milestone, hour or as a monthly retainer, as set out in the Agreement.
2. Invoices are issued in pounds sterling (GBP) or euros (EUR) as agreed. Prices are exclusive of VAT, which is added where applicable.
3. Unless agreed otherwise, invoices are payable by bank transfer within 14 days of the invoice date. We may request a deposit before work begins.
4. For late payment by business clients we may claim statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and suspend the Services until overdue sums are paid.

You will provide accurate information, timely feedback and the access, materials and decisions reasonably needed for us to perform the Services, and you confirm that you have the right to share any materials and data you provide. Delays caused by missing input extend agreed timelines accordingly.

Deliverables are treated as accepted if you do not notify us in writing of a material non-conformity with the agreed specification within 10 business days of delivery, or when you start using them in production. We will correct non-conformities within the agreed scope at no extra charge.

1. On full payment, all intellectual property rights in bespoke Deliverables created specifically for you are assigned to you, unless the Agreement states otherwise.
2. We keep our pre-existing tools, libraries, know-how and generic components and grant you a non-exclusive, perpetual, worldwide, royalty-free licence to use them as part of the Deliverables.
3. Open-source and third-party components remain subject to their own licences, which we will list on request.
4. Unless you object in writing, we may name you as a client, without disclosing confidential information.

1. We follow good industry practice for secure development, including access control, dependency management and peer review. No system can be guaranteed to be completely secure.
2. Security of systems in production is a shared responsibility. Unless the Agreement includes hosting or managed support, you are responsible for operating, patching and monitoring your environments and for user access.
3. Security reviews and audits reflect the system as examined at the time and within the agreed scope.
4. If you discover a vulnerability in work we delivered, please report it to us promptly so we can help address it.

Each party will keep confidential all non-public information received from the other and use it only to perform the Agreement. This obligation continues for three years after the Agreement ends, and indefinitely for trade secrets and security-sensitive information such as credentials and vulnerability details.

Each party will comply with the UK GDPR and the Data Protection Act 2018 (and the EU GDPR where it applies). Where we process personal data on your behalf, we act as your processor and the parties will enter into a data processing agreement meeting Article 28 UK GDPR. How we process personal data as a controller is explained in our Privacy Policy.

We will perform the Services with reasonable care and skill, in accordance with good industry practice. Except as expressly set out in the Agreement, we do not warrant specific business results or that software or third-party services will be uninterrupted or error-free.

1. Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.
2. Subject to clause 1, we are not liable for loss of profits, revenue, data, goodwill or business opportunity, or for any indirect or consequential loss.
3. Subject to clause 1, our total liability under or in connection with an Agreement is limited to the fees paid by you under that Agreement in the 12 months before the event giving rise to the claim.

1. Either party may end an Agreement on 14 days' written notice, unless it has a fixed term.
2. Either party may terminate immediately if the other commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent.
3. On termination you will pay for Services performed up to the termination date. Clauses on intellectual property, confidentiality, liability and governing law survive termination.

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, provided it notifies the other party promptly and takes reasonable steps to limit the effects.

1. If you are a Consumer, you may cancel a contract made at a distance within 14 days of the day it was entered into, without giving a reason, under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. To cancel, email us a clear statement.
2. If you ask us to start work within the cancellation period, you must pay for Services provided up to the time you tell us you are cancelling. You lose the right to cancel once the Services have been fully performed with your express agreement.
3. Our Services will be performed with reasonable care and skill as required by the Consumer Rights Act 2015. Nothing in these Terms affects your statutory rights. Free advice is available from Citizens Advice (citizensadvice.org.uk).

These Terms and any Agreement, and any dispute arising from them, are governed by the law of England and Wales and are subject to the exclusive jurisdiction of the courts of England and Wales. If you are a Consumer living in Scotland or Northern Ireland, you may also bring proceedings in your local courts.

We may update these Terms from time to time. The version published on this website applies from its effective date and does not affect Agreements already in place unless both parties agree.

VIGILANTDEFEND TECHNOLOGIES LTD, 167–169 Great Portland Street, 5th Floor, London, W1W 5PF, United Kingdom. Email: vigilantdefend.tech@protonmail.com.