These Terms and Conditions ("Terms") govern the provision of software development, software engineering, technical consulting and related services (collectively, "Services") by VERGEIT LTD, a company registered in England and Wales ("VERGEIT", "we", "us" or "our"), to its clients ("Client", "you" or "your"). These Terms apply to all engagements entered into between VERGEIT LTD and its clients unless separate written terms are expressly agreed in a signed Client Agreement superseding these Terms in whole or in part.
By signing a proposal, statement of work or client agreement that references these Terms, or by instructing us to commence work, you agree to be bound by these Terms. If you do not agree to these Terms, you must not engage our services. These Terms are governed by the law of England and Wales.
In these Terms, the following definitions apply:
All engagements with VERGEIT LTD are initiated by a written proposal or statement of work prepared by us and submitted to the Client. A proposal or SOW constitutes an offer to provide the described Services on the terms set out therein and in these Terms. The Agreement is formed when the Client: (a) countersigns the proposal or SOW; (b) provides written confirmation of acceptance by email; or (c) instructs VERGEIT LTD to commence work, whichever is earliest.
In the event of any conflict between these Terms and the terms of a proposal, SOW or separate client agreement, the terms of the proposal, SOW or client agreement shall prevail to the extent of any inconsistency, provided that such document expressly identifies the conflicting provision and states that it supersedes these Terms.
No variation to the Agreement shall be effective unless agreed in writing and signed or confirmed by email by both parties. Verbal agreement to vary the scope or terms of an engagement shall not be binding on either party.
VERGEIT LTD will provide the Services as described in the relevant SOW or proposal. We will exercise reasonable skill and care in performing the Services and will endeavour to meet any agreed timelines, subject to the provisions of these Terms regarding Client obligations and force majeure.
Any request by the Client to add to, modify or remove from the agreed scope of Services ("Change Request") shall be submitted to VERGEIT LTD in writing. VERGEIT LTD will assess the impact of the proposed change on the timeline, fees and other aspects of the engagement and provide the Client with a written change proposal within a reasonable time. Work on any Change Request shall commence only upon written acceptance of the change proposal by the Client. Where a Change Request results in additional fees, those fees shall be invoiced and paid in accordance with the payment terms set out in Clause 5.
Any work performed by VERGEIT LTD that is outside the agreed scope as a result of instructions given by the Client or arising from circumstances attributable to the Client shall be chargeable at VERGEIT LTD's standard day rate in force at the time, unless otherwise agreed in writing.
Where the parties agree on a discovery or scoping phase prior to a full engagement, the output of that phase (including any resulting scope document, architecture plan or technical proposal) is confidential to the parties. The Client acknowledges that the discovery phase constitutes billable work and that the outputs are intended to inform the subsequent engagement. The discovery phase does not constitute a commitment by either party to enter into a full engagement.
The Client shall provide VERGEIT LTD with timely access to all information, systems, data, personnel, third-party services and materials reasonably required by VERGEIT LTD to perform the Services. The Client acknowledges that delays or failures in providing such access may result in delays to the delivery of the Services and that VERGEIT LTD shall not be liable for any such delays attributable to the Client.
The Client shall designate a named representative who is authorised to give instructions to VERGEIT LTD on behalf of the Client and to accept deliverables on behalf of the Client. Instructions given by that representative shall be binding on the Client. VERGEIT LTD reserves the right to seek written confirmation of verbal instructions where it deems this appropriate.
The Client acknowledges that the timely delivery of the Services depends on the Client's active participation, including the provision of timely feedback on deliverables, prompt decisions on questions raised by VERGEIT LTD, and timely approval of design and technical choices where required. VERGEIT LTD shall not be liable for delays resulting from the Client's failure to fulfil these obligations within agreed or reasonable timeframes.
The Client is responsible for the accuracy, completeness and legality of all information, data and materials provided to VERGEIT LTD for use in the Services. VERGEIT LTD will rely on information provided by the Client and shall not be liable for any deficiencies in the Services resulting from inaccurate, incomplete or misleading information provided by the Client.
The Client is responsible for ensuring that its use of the Deliverables and any services built or configured by VERGEIT LTD complies with all applicable laws, regulations and industry standards. This includes but is not limited to data protection laws, financial services regulations, health and safety legislation, and any sector-specific regulatory requirements applicable to the Client's business. VERGEIT LTD will carry out its work in accordance with generally accepted engineering standards and will bring to the Client's attention any known regulatory considerations relevant to the technical design, but VERGEIT LTD is not the Client's legal or compliance advisor and does not warrant that Deliverables will satisfy sector-specific regulatory requirements unless expressly agreed in writing.
The fees payable for the Services are set out in the relevant proposal or SOW. Unless otherwise stated, fees are quoted exclusive of value added tax (VAT), which shall be charged at the applicable UK rate where VERGEIT LTD is required to charge VAT on the supply. VERGEIT LTD reserves the right to review and amend its standard rates, provided that any increase in fees for ongoing engagements will be notified to the Client in writing with at least thirty (30) days' notice before taking effect.
Where the parties agree on a fixed price for an engagement, that price is based on the agreed scope as set out in the relevant SOW. Any Changes to the agreed scope may result in a change to the fixed price in accordance with the change control process described in Clause 3.2. VERGEIT LTD's fixed-price commitments are conditional upon the Client fulfilling its obligations under Clause 4.
Where the parties agree on a time and materials basis for an engagement, VERGEIT LTD will invoice the Client for actual time spent at the agreed rates, together with any agreed expenses. Time will be recorded and reported to the Client on a regular basis. VERGEIT LTD will endeavour to provide estimates of expected time requirements where requested, but such estimates are indicative only and do not constitute a fixed-price commitment.
Where the parties agree on a retainer arrangement, VERGEIT LTD will reserve the agreed capacity for the Client on a monthly basis. Retainer fees are payable in advance at the beginning of each month. Unused retainer capacity in any given month does not carry over to subsequent months unless otherwise agreed in writing.
Unless otherwise specified in the relevant proposal or SOW, VERGEIT LTD will invoice as follows: (a) for fixed-price engagements, in accordance with the payment schedule set out in the SOW, which will typically include an upfront payment on commencement, milestone-based payments during delivery, and a final payment on completion; (b) for time and materials engagements, monthly in arrears; (c) for retainer engagements, monthly in advance. Invoices will be issued electronically to the email address designated by the Client.
All invoices are payable within fourteen (14) days of the invoice date unless otherwise specified in the relevant proposal or SOW. Payment shall be made by bank transfer to the account details stated on the invoice. The Client shall not be entitled to set off any amounts owed to it by VERGEIT LTD against amounts owed by the Client to VERGEIT LTD without VERGEIT LTD's prior written consent.
If any sum due to VERGEIT LTD is not paid by the due date, VERGEIT LTD reserves the right to: (a) charge interest on the outstanding amount at the rate of 8% per annum above the Bank of England base rate from time to time, calculated on a daily basis from the due date until the date of payment in full; (b) suspend performance of the Services until all overdue amounts (including accrued interest) are paid in full; and (c) exercise its rights under the Late Payment of Commercial Debts (Interest) Act 1998. VERGEIT LTD will notify the Client before exercising these rights.
Unless otherwise specified, fees quoted do not include expenses such as travel, accommodation, third-party software licences, third-party service fees, printing or similar out-of-pocket costs. Expenses that are necessarily incurred by VERGEIT LTD in the course of the engagement will be invoiced to the Client at cost and with supporting documentation. VERGEIT LTD will seek prior written approval from the Client for any individual expense exceeding £100.
Subject to full payment of all fees due under the Agreement, VERGEIT LTD assigns to the Client all right, title and interest in and to the Project IP (as defined in Clause 1) on completion of the relevant engagement. This assignment includes all copyright, moral rights (to the extent waivable) and other intellectual property rights subsisting in the Project IP. VERGEIT LTD will, at the Client's reasonable request and cost, execute such further documents as may be necessary to give effect to this assignment.
The assignment of Project IP under Clause 6.1 is conditional upon full payment of all amounts due to VERGEIT LTD under the Agreement. Until such payment is made in full, ownership of the Project IP remains with VERGEIT LTD, and the Client's right to use any Deliverables is limited to a non-exclusive, revocable licence for internal use only.
VERGEIT LTD retains ownership of all Background IP. Where Background IP is incorporated into the Deliverables, VERGEIT LTD grants the Client a non-exclusive, royalty-free, perpetual licence to use the Background IP solely to the extent necessary to make use of the Deliverables. This licence is non-transferable except where transferred together with the Deliverables as part of a transfer of the Client's business as a going concern.
All intellectual property provided by the Client to VERGEIT LTD for use in the engagement (including data, designs, brand assets, third-party code, and proprietary information) remains the property of the Client or its licensors. VERGEIT LTD shall use such materials only to the extent necessary for the provision of the Services and shall not use, copy, or disclose such materials for any other purpose without the Client's prior written consent.
VERGEIT LTD may incorporate open-source libraries or third-party components into the Deliverables. Where VERGEIT LTD does so, it will ensure that such components are used in accordance with their applicable licences and will inform the Client of any material third-party licence obligations that the Client must comply with. The Client is responsible for complying with all applicable licence terms governing third-party components incorporated into the Deliverables.
Unless otherwise agreed in writing, VERGEIT LTD may include a description of the engagement (without disclosing confidential details) in its portfolio, website, case studies and marketing materials. The Client may request that specific details be omitted or anonymised, and VERGEIT LTD will accommodate reasonable requests of this nature.
Each party (the "receiving party") agrees to keep confidential all Confidential Information disclosed to it by the other party (the "disclosing party") in connection with the Agreement, and to use such Confidential Information only for the purposes of the Agreement. Each party shall take reasonable steps to protect the Confidential Information of the other party, at least equivalent to the steps it takes to protect its own confidential information.
The obligations of confidentiality in Clause 7.1 do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party at the time of disclosure; (c) is received from a third party who is not under any obligation of confidentiality with respect to the information; or (d) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.
A party may disclose Confidential Information to the extent required by applicable law, regulatory requirement or court order, provided that it (where legally permissible) gives the disclosing party prompt written notice of the requirement and cooperates with any effort by the disclosing party to seek a protective order or other limitation on the disclosure.
Each party may disclose Confidential Information to its employees, contractors, advisors and agents who need to know it for the purpose of the Agreement, provided that such persons are bound by obligations of confidentiality no less protective than those in this Clause 7.
The obligations of confidentiality shall continue for a period of five (5) years following the termination or expiry of the Agreement, or such longer period as may apply to specific categories of Confidential Information under applicable law.
VERGEIT LTD warrants that: (a) it has the right to enter into the Agreement and to perform the Services without breaching any obligation owed to any third party; (b) the Services will be performed with reasonable skill and care by competent personnel; (c) to the best of its knowledge, the Deliverables (excluding Third-Party Components) will not infringe the intellectual property rights of any third party; and (d) any personnel assigned to perform the Services have the skills and qualifications necessary for the work to which they are assigned.
The Client warrants that: (a) it has the right to enter into the Agreement; (b) all information, data and materials provided to VERGEIT LTD for use in the Services are owned by or licensed to the Client and do not infringe the rights of any third party; (c) its instructions to VERGEIT LTD comply with all applicable laws and regulations; and (d) it will comply with all applicable laws in connection with its use of the Deliverables.
Except as expressly stated in these Terms or the relevant SOW, all warranties, conditions and representations, whether express or implied, statutory or otherwise, are excluded to the fullest extent permitted by applicable law. In particular, VERGEIT LTD does not warrant that the Deliverables will be error-free or that their operation will be uninterrupted, nor does it warrant any particular result from the use of the Deliverables beyond what is expressly described in the SOW.
Where the parties agree on an acceptance testing process, Deliverables shall be subject to acceptance by the Client in accordance with the acceptance criteria set out in the relevant SOW. The Client shall have the acceptance period specified in the SOW (the "Acceptance Period") to review each Deliverable and raise defects or non-conformances in writing. If the Client does not raise any written objections within the Acceptance Period, the Deliverable shall be deemed to have been accepted.
Where the Client raises a written defect report during the Acceptance Period identifying a material failure of a Deliverable to conform to the agreed acceptance criteria, VERGEIT LTD will use reasonable endeavours to correct the identified defects within a reasonable time. Following correction, the relevant Acceptance Period restarts for the corrected elements only.
Unless otherwise agreed in writing, VERGEIT LTD will provide a post-delivery support period as described in the relevant SOW. During this period, VERGEIT LTD will respond to defect reports and provide bug-fix corrections for issues that are attributable to VERGEIT LTD's own work, at no additional charge. Defects arising from: the Client's modifications to the Deliverables; use of the Deliverables other than as intended or documented; changes to the Client's infrastructure or third-party systems; or force majeure events, are not covered under the post-delivery support obligation.
Subject to Clause 10.4, VERGEIT LTD shall not be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: (a) loss of profits; (b) loss of revenue or income; (c) loss of business or contracts; (d) loss of anticipated savings; (e) loss of data; (f) loss of goodwill; (g) wasted management or other staff time; or (h) indirect or consequential loss, damage or expense, even if VERGEIT LTD has been advised of the possibility of such loss.
Subject to Clause 10.4, VERGEIT LTD's total aggregate liability to the Client arising from or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid by the Client to VERGEIT LTD under the relevant SOW in the twelve (12) months preceding the event giving rise to the claim, or £100,000, whichever is the lesser.
Where any loss or damage suffered by the Client is caused partly by VERGEIT LTD's breach and partly by the Client's own breach of the Agreement or the Client's own negligence, VERGEIT LTD's liability shall be reduced proportionately to reflect the Client's contributory fault.
Nothing in these Terms limits or excludes VERGEIT LTD's liability for: (a) death or personal injury caused by VERGEIT LTD's negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be excluded or limited under English law; or (d) any deliberate default or wilful misconduct by VERGEIT LTD.
Either party may terminate the Agreement on thirty (30) days' written notice to the other party. In such a case, the Client shall pay VERGEIT LTD for all Services performed and expenses incurred up to and including the effective date of termination, together with any reasonable and demonstrable costs incurred by VERGEIT LTD in winding down the engagement (including any third-party costs committed in connection with the project that cannot be cancelled without penalty).
Either party may terminate the Agreement with immediate effect by written notice to the other party if: (a) the other party commits a material breach of the Agreement and (in the case of a remediable breach) fails to remedy the breach within thirty (30) days of written notice requiring it to do so; (b) the other party becomes insolvent, is unable to pay its debts as they fall due, has a liquidator, administrator, receiver or administrative receiver appointed over it, or ceases or threatens to cease to carry on business; or (c) the other party commits persistent minor breaches of the Agreement which, in aggregate, amount to a material breach.
On termination of the Agreement for any reason: (a) all amounts then outstanding under the Agreement immediately become due and payable; (b) each party shall return or destroy the other party's Confidential Information in its possession, at the other party's election; (c) VERGEIT LTD will deliver to the Client all work in progress and Deliverables completed up to the termination date, in whatever state of completion they are in; (d) the Client's licence to use Background IP incorporated in work in progress shall continue subject to payment of all outstanding fees; and (e) the provisions of these Terms that are by their nature intended to survive termination (including intellectual property, confidentiality, payment, limitation of liability, dispute resolution and governing law provisions) shall continue in full force and effect.
Each party shall comply with its respective obligations under UK GDPR and the Data Protection Act 2018 in connection with the processing of personal data carried out pursuant to or in connection with the Agreement.
Where the Services involve VERGEIT LTD processing personal data on behalf of the Client, the Client is the data controller and VERGEIT LTD is the data processor for the purposes of UK GDPR. In such cases, the parties shall enter into a Data Processing Agreement (DPA) that satisfies the requirements of Article 28 of UK GDPR prior to the commencement of any processing activity. The DPA shall set out the subject matter, nature, purpose and duration of the processing, the type of personal data and categories of data subjects involved, and the obligations and rights of each party.
VERGEIT LTD will process personal data provided by the Client solely for the purposes of performing the Services, and will not process such data for any other purpose without the Client's prior written consent. VERGEIT LTD will implement appropriate technical and organisational security measures to protect personal data against unauthorised access, loss or destruction, consistent with the measures described in our Privacy Policy.
During the term of the Agreement and for a period of twelve (12) months following its termination or expiry, neither party shall, without the prior written consent of the other, directly solicit or entice away from the other party any employee or consultant of the other party who has been materially involved in the performance of the Agreement. This clause does not prevent either party from hiring any individual who responds to a general recruitment advertisement that is not targeted at the employees of the other party.
VERGEIT LTD may subcontract any part of the Services to qualified third parties, provided that VERGEIT LTD remains primarily responsible for the performance of the Services and the quality of the Deliverables. VERGEIT LTD will not subcontract the core technical delivery of an engagement to a third party without the Client's prior knowledge. Subcontractors engaged by VERGEIT LTD are bound by obligations of confidentiality no less protective than those in these Terms.
Neither party shall be liable to the other for any delay or failure to perform its obligations under the Agreement where such delay or failure is directly caused by a Force Majeure Event. The party affected by a Force Majeure Event shall: (a) notify the other party in writing as soon as practicable; (b) use reasonable endeavours to mitigate the effects of the Force Majeure Event and to resume performance as soon as practicable; and (c) keep the other party informed of the situation. If a Force Majeure Event continues for a period exceeding sixty (60) days, either party may terminate the Agreement on written notice to the other, in which case the provisions of Clause 11.3 apply as if termination for convenience had occurred.
Any notice required to be given under these Terms shall be in writing and delivered by email to the email address most recently designated by the recipient party for formal communications, or by registered post to the postal address of the recipient party. Notices delivered by email shall be deemed received on the next Working Day following transmission, provided no delivery failure notification is received. Notices delivered by registered post shall be deemed received two Working Days after posting. VERGEIT LTD's address for notices is: VERGEIT LTD, Flat 95, Samuel Jones Court, Blakes Road, London, SE15 6FJ, United Kingdom.
The Client may not assign or transfer any of its rights or obligations under the Agreement without the prior written consent of VERGEIT LTD. VERGEIT LTD may assign or transfer its rights or obligations under the Agreement to any member of its group of companies or to any third party that acquires substantially all of the assets of VERGEIT LTD, provided that VERGEIT LTD notifies the Client of such assignment and the assignee assumes all of VERGEIT LTD's obligations under the Agreement.
No failure or delay by either party in exercising any right or remedy under the Agreement shall constitute a waiver of that right or remedy. A waiver of any breach of the Agreement shall not constitute a waiver of any subsequent breach. A waiver shall only be effective if given in writing and signed by the waiving party.
If any provision of these Terms is found by a court or other competent authority to be invalid, unenforceable or illegal, that provision shall be severed from the Terms, and the remaining provisions shall continue in full force and effect. The parties shall use their best endeavours to replace any severed provision with a valid provision that, as closely as possible, achieves the commercial intention of the original provision.
The Agreement (comprising these Terms together with any applicable SOW or proposal and any DPA) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, arrangements and understandings (whether written or oral) between the parties relating to that subject matter. Neither party has relied on any representation or warranty of the other that is not expressly set out in the Agreement.
In the event of any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof (a "Dispute"), the parties shall first attempt to resolve the Dispute through good-faith negotiation between senior representatives of each party. Either party may initiate this process by giving written notice to the other, specifying the nature of the Dispute. The parties shall meet or communicate within fifteen (15) Working Days of such notice and shall attempt to resolve the Dispute within thirty (30) Working Days of such notice, or such longer period as may be agreed.
If the Dispute is not resolved through negotiation within the period described in Clause 21.1, either party may refer the Dispute to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) model mediation procedure. Unless otherwise agreed, the mediator shall be nominated by CEDR and the costs of the mediation shall be shared equally by the parties.
If the Dispute is not resolved through mediation within sixty (60) days of the commencement of the mediation process (or such longer period as may be agreed), either party may pursue the Dispute through the courts of England and Wales in accordance with the governing law and jurisdiction provisions of Clause 22. The parties agree that Clauses 21.1 and 21.2 are conditions precedent to litigation and that either party may, without prejudice to these dispute resolution provisions, seek urgent interim or injunctive relief from the courts where necessary.
These Terms and the Agreement, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation.
VERGEIT LTD reserves the right to amend these Terms at any time. Where amendments are made, the updated Terms will be published on our website at vergeit.work/terms-and-conditions.html with a revised "Last updated" date. For ongoing engagements, material amendments to these Terms shall take effect thirty (30) days after notice of such amendments is given to the Client, during which period the Client may raise any objections. If the Client does not raise written objections within that period, the Client is deemed to have accepted the amended Terms. For new engagements entered into after the publication of amended Terms, the amended Terms apply from the date of the Agreement.
Enquiries regarding these Terms and Conditions, including requests to discuss any specific provisions in the context of a proposed engagement, may be directed to:
VERGEIT LTD
Flat 95, Samuel Jones Court
Blakes Road, London, SE15 6FJ
United Kingdom
Email: Pilpil2Fernando@vergeit.work
Telephone: +44 7998 6737
Website: vergeit.work