Engineer Payout Terms

These Engineer Payout Terms ("Terms") govern the payment arrangements between Vivanti Tech Limited ("we", "us", "our", "the Company") and freelance engineers ("you", "the Engineer") who provide services through our platform. By accepting these Terms, you agree to be bound by the conditions set out below.

1. Engagement Status

• You are engaged as an independent contractor, not an employee of Vivanti Tech Limited.
• You are responsible for your own tax affairs, including Income Tax and National Insurance contributions.
• Nothing in these Terms creates an employment relationship, partnership, or agency between you and the Company.
• You must maintain valid professional indemnity and public liability insurance throughout your engagement.

2. Payment Rates

• Payment rates are agreed on a per-job basis and confirmed in writing before work commences.
• Day rates are based on an 8-hour working day. Work beyond this may be agreed at an enhanced rate.
• All rates quoted are exclusive of VAT. If you are VAT-registered, VAT will be added at the prevailing rate.
• The Company reserves the right to adjust rates for future engagements with reasonable notice.

3. Invoicing Requirements

• You must submit a valid invoice for each completed job within 7 days of job completion.
• Invoices must include: your full name or trading name, address, invoice number, date, description of services, job reference, amount due, and payment details.
• If VAT-registered, invoices must include your VAT registration number and show VAT separately.
• Incomplete or incorrect invoices may delay payment until corrected.

4. Payment Terms

• Payment will be made within 45 days of receipt of a valid invoice, subject to satisfactory completion of the work.
• Payments are made by bank transfer to the account details you provide.
• It is your responsibility to ensure your bank details are accurate and up-to-date.
• The Company is not liable for delays caused by incorrect payment details.

5. Deductions and Adjustments

• The Company may withhold or adjust payment if work is incomplete, defective, or does not meet the agreed specification.
• Any disputes regarding payment must be raised in writing within 7 days of payment (or non-payment).
• The Company may set off any amounts owed to it by you against payments due to you.

6. Expenses

• Expenses are only reimbursable if agreed in writing before they are incurred.
• Approved expenses must be supported by receipts and submitted with your invoice.
• Travel within Greater London is generally not reimbursable unless specifically agreed.
• The Company will not reimburse expenses that exceed pre-agreed limits.

7. Tax Responsibilities

• You are solely responsible for declaring and paying all taxes due on payments received.
• You confirm that you operate as a self-employed contractor or through your own limited company.
• You must inform us immediately if your tax status changes or if HMRC determines you should be treated as an employee.
• You will indemnify the Company against any tax, penalties, or costs arising from misrepresentation of your employment status.

8. IR35 and Off-Payroll Working

• Where applicable, the Company will assess engagements under the off-payroll working rules (IR35).
• If an engagement is determined to be inside IR35, tax and National Insurance deductions will be made at source.
• You will be notified in writing of any IR35 determination before work commences.
• You may request a review of any IR35 determination through our dispute process.

9. Confidentiality

• You must keep confidential all client information, project details, and Company proprietary information.
• You may not disclose payment rates or terms to third parties, including other engineers or clients.
• This confidentiality obligation survives termination of your engagement.

10. Dispute Resolution

• Any disputes regarding payments should first be raised with our operations team.
• We will endeavour to resolve disputes within 14 days of receipt of a written complaint.
• If a dispute cannot be resolved informally, either party may refer the matter to mediation.

11. Termination

• Either party may terminate the engagement by giving 7 days' written notice.
• The Company may terminate immediately in cases of gross misconduct, breach of terms, or failure to maintain required insurance.
• Upon termination, you will be paid for work completed up to the date of termination.

12. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of England and Wales. Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

13. Amendments

We may update these Terms from time to time. Material changes will be communicated to you, and continued engagement after such notice constitutes acceptance. The version in effect at the time of job acceptance applies to that engagement.