Terms and Conditions
Last updated: Vicit Terms & Conditions v.6. 05.08.2024
Please read these terms and conditions carefully before using Our Service.
1. Definitions
For the purposes of these Terms and Conditions:
1.1. 'Advice' means the guidance and support Vicit offers clients through various communication channels, including phone calls, messaging platforms (Slack, Microsoft Teams, WhatsApp), video conferencing, and in-person meetings.
1.2. 'Agreement' shall mean the document detailing the Services provided by Vicit to the Client.
1.3. 'Authorised Signatory' shall mean a person or persons who have been given the right to sign documents on behalf of the authorising Client.
1.4. 'Break Clause' is a provision that permits one or both parties to terminate the Agreement before the end of its Initial Term without cause.
1.5. 'Client' shall mean the persons, or Company, or group of companies to whom Vicit provides consulting services.
1.6 . 'Client Data' means all data, meta data, information or other content (i) transmitted to Vicit by Client, or (ii) otherwise stored or hosted by Vicit.
1.7. 'Client Materials' means all information, content, data or any other materials disclosed or provided to Vicit by the Client pursuant to the terms and conditions set forth herein, for the purpose of assisting Client with the performance of its obligations under the Agreement.
1.8. 'Deliverable' means defined elements of the Services as detailed in the Agreement.
1.9. 'Effective Date' refers to the specific date when the Agreement becomes binding and the outlined terms apply.
1.10. 'Extension Period' refers to an additional timeframe added to the originally agreed-upon Initial Term of the Agreement. It extends the validity of the Agreement and allows both parties to continue fulfilling their obligations for a longer period.
1.11. 'Initial Term' refers to the first fixed period of time the Agreement is valid for that commences from the Start Date.
1.12 . 'Key Contact' shall mean the person or persons who are responsible for the Services in the Client company or group of companies and retain the authority to make decisions on its behalf
1.13. 'Renewal Date' means the date at which a Service automatically renews, for a twelve month (12) period, which is twelve months after the Effective Date and every twelve months thereafter, applied to recurring Services, unless otherwise stated.
1.14. 'Services' In these conditions, “Services” shall mean any non-executive director, advisory, interim management, coaching services, project work, products or other services provided by Vicit to the Client. A Statement of Work may be required to identify the extent of the services required.
1.15. 'Set Up Fee' is a one-time charge levied for initiating the Service or Project.
1.16. ‘Start Date’ is the date that the provision of the Service from Vicit to the Client begins.
1.17. 'Vicit' shall mean the company Vicit Limited, and any director, officer, employee, agent, contractor or sub-contractor.
2. General Terms
2.1. By accepting this appointment, Vicit confirms that, taking into account all of its other commitments, it is able to, and shall, allocate sufficient time to the Client to discharge responsibilities effectively.
2.2. Except as otherwise provided in this Agreement, Vicit will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. Vicit will work autonomously and not at the direction of the Client. However, Vicit will be responsive to the reasonable needs and concerns of the Client.
2.3. This agreement does not entitle Vicit or any of its directors, employees or otherwise to become legally recognised as directors in the Client’s business. Associated legal and fiduciary responsibilities remain with the Client and any other directors it appoints.
2.4. Any additional responsibilities and time requirements will be agreed in advance between the Client and Vicit.
2.5. Vicit will retain the ownership of and sole rights to the copyright in any material that it produces within this assignment.
2.6. Unless the Client specifically authorises Vicit to do so, Vicit shall not enter into any legal or other commitment or contract on behalf of the Client.
2.7. Vicit shall be entitled to request all relevant information about the Client’s affairs as is reasonably necessary to enable you to discharge its responsibilities in line with the Services.
2.8. By accepting this agreement, the Authorised Signatory agrees that it has the authority to do so on behalf of the Client and can adhere to fees and payment structures contained within this Agreement.
2.9. A fair use policy applies of 60 minutes per month on any ad-hoc and/or reactive Advice. Additional or exceptional time required beyond this period will be discussed at the time by the relevant contact from Vicit with the Client.
2.10. Except as otherwise provided in this Agreement, Vicit will provide at Vicit's own expense, any and all equipment, supplies and any other items necessary to deliver the Services in accordance with the Agreement.
2.11. For any Services that include the provision of an SDR the following will be applicable:
2.11.1. Our SDRs will be entitled to 18 days holiday per year, including mandatory days off between Christmas and the New year. They will therefore accrue 1.5-day holiday per calendar month. If the SDRs take more holidays that they have accrued, these will be added as additional working days at the end of the contract. If the SDRs do not take all their accrued holidays, they will be lost, with no impact to the Client.
2.11.2. Our SDRs will be entitled to the South African public holidays, as per the country working regulation. The SDRs will not be cold calling on bank holidays of the country they work for if this falls on a working day of their country of residence and will be given other administrative tasks.
2.11.3. If the SDRs are ill and take day(s) off work, these will be added as working days at the end of the contract and the Client will be notified immediately. An escalation process is in place for monitoring sickness and is available on request.
3. Fees
3.1. Fees for Services, unless otherwise stated, are invoiced in advance of the month the Services are due and payable 14 days from the date of invoice.
3.2. The fees set forth in this Agreement are exclusive of any applicable Value Added Tax (VAT) or other similar taxes. In the event of any changes in applicable tax laws that affect the fees or other charges payable under this Agreement, Vicit reserves the right to adjust the fees accordingly upon written notice to the Client.
3.3. Any expenses that may become due during the course of providing the Services will be added to future invoices.
3.3.1. Expenses include travel via train, tube, plane and car, overnight stays in hotels and other sundry expenses incurred in the delivery of the Services.
3.3.2. All expenses are recharged at cost, with mileage charged at 45p per mile. All expenses will be pre-approved with the Client.
3.4. For additional Services requested by the Client, or Advice that extends beyond our fair use policy, an additional fee of £250 per hour will be charged. Any additional Services will be pre-agreed with the Client.
3.5. Should the Client alter requirements, or cancel with less than 5 working days’ notice prior to delivery by Vicit, a cancellation charge of £1,500 plus VAT will be applied.
3.6. In line with the Late Payment of Commercial Debts (Interest) Act 1998, Vicit reserves the right to charge interest on invoiced amounts unpaid by the due date at the rate of 8% per annum above the Bank of England’s base rate. Interest will start accruing on the invoice due date and will continue until the invoice is paid in full. Vicit furthermore reserves the right to levy a debt collection fee of 10% of the amount of the invoice in addition to the value of the invoice itself on invoiced amounts unpaid by the due date where third party debt collection services appear necessary.
3.7. Vicit has the right to withhold further Services if payments are late or unpaid.
3.8. Without liability, Vicit reserves the right to postpone Services in the event of illness, national emergency, or any cause outside its direct control. In such cases, it will provide the Client with as much notice as is reasonably possible.
3.9. Annual price increases are automatically applied to invoices for any Services. The increase is 5% or 2% above the Bank of England Base rate as at the Renewal Date, whichever is higher. The increase is only applied to invoices issued after the Renewal Date has passed .
3.10. In the event that any Vicit staff with whom the Client has had dealings accepts an engagement with the Client while employed by Vicit [or within 6 months of leaving Vicit], the Client shall be liable to pay a fee to Vicit of £30,000. Engagement means the employment of Vicit staff by the Client or by any third party to whom the Vicit staff member has been introduced by the Client, on a permanent or temporary basis, whether under a contract of service or for services; under an agency, licence, franchise or partnership agreement; or any other engagement; or through a limited company of which the Vicit staff member is an officer, employee or other representative.
4. Term & Termination
4.1. The term of this Agreement will begin on the Effective Date and will remain in full force and effect indefinitely until terminated.
4.2. The Client shall provide no less than one (1) months’ notice of termination from the date of the next invoice, or otherwise be liable to pay in full the fees for that period. Notice of cancellation becomes effective only from the date from which Vicit receives such notice in writing.
4.3. Vicit shall provide no less than one (1) months’ notice of termination from the date of the next invoice, such notice of cancellation becoming effective only from the date from which the Client receives such notice in writing.
4.4. Upon mutual agreement between Client and Vicit, the Services may be terminated with one month’s notice.
4.5. Despite this, the Client may terminate the appointment with immediate effect if Vicit commits a material breach of obligations under this agreement;
4.5.1. commits any serious or repeated breach or non-observance of obligations to the Client;
4.5.2. been guilty of any fraud or dishonesty or acted in any manner which, in the Client’s opinion, brings or is likely to bring the Client into disrepute or is materially adverse to the Client’s interests;
5. Confidentiality
5.1. Both Client and Vicit acknowledge that all information acquired during the Services provided is confidential and should not be released, communicated or disclosed to third parties or used for any reason other than in the interests of the Client, either during the Services or following termination (by whatever means), without prior clearance from the Client. This restriction shall cease to apply to any confidential information which may (other than by reason of your breach) become available to the public generally.
5.2. Both Client and Vicit acknowledge the need to hold and retain company information (in whatever format you may receive it) under appropriately secure conditions.
5.3. Nothing in this shall prevent either Client or Vicit from disclosing information which they are entitled to disclose under the Public Interest Disclosure Act 1998, provided that the disclosure is made in accordance with the provisions of that Act.
5.4. Upon the expiry or termination of this Agreement, Vicit will return to the Client any property, documentation, records, or confidential information which is the property of the Client within 30 days in good working order.
6. Intellectual Property Ownership
6.1. Client acknowledges and agrees that it owns all intellectual property rights in the Client Materials it provides to Vicit. Vicit will not use or disclose Client Materials for any purpose other than performing the Services under this Agreement without Client's prior written consent.
6.2. All intellectual property rights developed by Vicit in the course of performing Services under this Agreement will be the sole and exclusive property of the Vicit. This includes, but is not limited to, reports, analyses, recommendations, methodologies, and presentations.
7. Indemnity
7.1. Vicit maintains Professional Indemnity Insurance at £1,000,000, and guarantees that this insurance will continue throughout the course of the Services. The Client maintains they have suitable indemnity insurances in place for working with Vicit.
8. Governing Law and Jurisdiction
8.1. The appointment with the Client and any dispute or claim (including non-contractual disputes or claims) arising out of, or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Vicit and the Client irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) that arises out of or in connection with this appointment or its subject matter or formation.
9. Entire Agreement
9.1. This document and any document referred to in it constitutes the entire terms and conditions of the Services and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between Vicit and the Client, whether written or oral, relating to its subject matter.