Review these terms with the assessment scope, deliverables, and fee shown in the proposal.
Agreement and acceptance
These terms are between Vicky Nathalie LLC, doing business as Vicky Smith & Co. (“Company”), and the business identified in the proposal or checkout (“Client”). The assessment description, deliverables, fee, and payment terms displayed with the proposal or checkout are part of this agreement.
By checking the acceptance box and submitting the proposal acceptance or checkout, the person acting for the Client confirms that they have authority to bind the Client and agrees to these terms on its behalf. The agreement takes effect when the Company confirms the accepted order by email. No separate signature is required. The Company will provide the Client with a copy of the accepted terms and order details.
“Business day” means Monday through Friday, excluding U.S. federal holidays. Deadlines and notices are measured in Eastern Time unless the parties agree otherwise in writing.
Changes to scope
Either party may propose changes in writing. Changes to scope, fees, or delivery commitments require written agreement by both parties before additional work begins. A question or discussion by email does not itself expand the engagement.
Client information and scheduling
The Client will provide the agreed intake information and reasonable access to people and materials needed for the assessment. The Company may adjust affected delivery dates if required information or participation is delayed and will communicate the revised timing.
Either party will give as much notice as reasonably possible if a session must move. The Client may reschedule the workshop up to two times without an additional fee by giving at least two business days’ notice before each scheduled workshop. Late requests, missed sessions, and further changes will be addressed in writing based on availability and preparation already completed. Any additional fee requires the Client’s written agreement before it is charged. No rescheduling fee applies when the Company moves a session.
Cancellation, refunds, and incomplete participation
Client cancellation. Fees are nonrefundable if the Client cancels. If cancellation is confirmed before the workshop, the Company will stop future work and scheduling without an additional cancellation charge.
If the Client stops participating after the workshop, the Company will complete the assessment and roadmap using the information already gathered, subject to the assumptions and evidence gaps described below. Declining an available findings session does not create a refund.
Company inability to deliver. If the Company cannot complete the engagement, it will first offer revised timing. If it still cannot deliver the final written assessment findings and roadmap, the Client will receive a full refund of the assessment fee paid, less any refund already issued, even if preparation or the workshop has been completed. Once the Client has received the final written findings and roadmap, no refund is due under this provision, even if the findings review session has not yet occurred. The separate Client cancellation rules remain unchanged. Any refund owed will be initiated within 10 business days after the amount is determined; payment-provider processing may take additional time.
Client expressly declines findings. If the Client confirms in writing after the workshop that it does not want the findings session, the Company will send the final report and roadmap by the later of five business days after the workshop or two business days after receiving that confirmation. The report will identify material assumptions and evidence gaps. Final delivery ends included assessment email access. No additional revision round is included.
Client stops responding after the workshop. The Company will prepare the report within the agreed five-business-day findings-ready period and send it with options for a findings call. The Client has 30 calendar days from that delivery to complete the call, unless the Company agrees in writing to extend the period. The Company will follow up on days 7 and 14 and send a final notice on day 21 identifying the actual day-30 closeout date. A follow-up due on a non-business day will be sent on the next business day.
If the Client remains unresponsive at the deadline, the Company will send the final report and roadmap and close the engagement. The unused findings call and included assessment email access end at closeout. Silence does not signify approval of the report’s accuracy or mean that a findings call occurred. Rescheduling does not automatically extend the 30-day period. A Company-caused scheduling delay will not cause the Client to lose access to the call.
Client stops responding before the workshop. The Company will follow up on days 7 and 14 after requesting the outstanding action and send a final notice on day 21. If the matter remains unresolved on day 30, the Company may mark the engagement inactive and release unconfirmed scheduling capacity. Inactive status alone does not forfeit prepaid services, mean the assessment was delivered, or constitute an express cancellation. Reactivation is subject to availability and these terms. Already-booked sessions remain subject to the rescheduling provisions.
Information and professional judgment
The Company may rely on information supplied by the Client and will identify material assumptions and limitations in its work. The Client remains responsible for its business decisions and for validating whether any recommendation is suitable to implement. Estimates of benefits, effort, costs, or payback are planning estimates, not guarantees of outcomes.
Confidentiality and use of tools
Each party will use the other’s nonpublic business information only to perform or receive this engagement and will protect it with reasonable care. This obligation does not apply to information that is already lawfully known, independently developed, lawfully received without restriction, or public through no breach of these terms. Disclosure required by law is permitted, with advance notice where legally allowed.
The Company may use business collaboration, document, storage, and AI tools to organize information, support analysis, and draft assessment materials. Access to Client information will be limited to people and service providers who need it for the engagement, subject to appropriate confidentiality safeguards and review of tool settings. Before sharing regulated, highly sensitive, or restricted data, the parties will agree on an appropriate handling method. The Company will not knowingly submit confidential Client information to a tool configured to train a public model on that information. The Company remains responsible for reviewing AI-assisted work and its final recommendations.
Materials and intellectual property
The Client retains ownership of information and materials it supplies. The Company retains its pre-existing methods, templates, tools, and general know-how. Upon full payment, the Client receives a perpetual, non-exclusive right to use the final assessment and roadmap for its business, including sharing them with employees, professional advisers, and implementation providers who are subject to confidentiality obligations. The Client may not resell or distribute the Company’s templates or methods as standalone products. The Company may reuse general learning that does not identify the Client or disclose its confidential information.
Liability
To the extent permitted by law, neither party will be liable to the other for lost profits, lost revenue, or indirect, special, incidental, consequential, or punitive damages arising from this engagement. The Company’s total liability arising from the engagement will not exceed the fee paid or payable for this assessment. These limits do not restrict the Client’s obligation to pay the agreed fee, either party’s fraud or willful misconduct, or any liability that applicable law does not permit the parties to limit. These terms do not create an obligation for either party to indemnify the other against third-party claims.
Governing law and disputes
Florida law governs this agreement, without regard to its conflict-of-law rules. The parties will first attempt in good faith to resolve a dispute through written notice and discussion. If they cannot resolve it, any lawsuit arising from this agreement must be brought in a state court in Clay County, Florida, or, if federal jurisdiction applies, in the federal court with jurisdiction over Clay County. Each party consents to the jurisdiction of those courts, subject to applicable law.
General provisions and notices
The parties are independent contractors, and neither may bind the other. Changes to this agreement must be recorded in writing and agreed by both parties. Email is sufficient for a written notice or agreement under these terms when sent by an authorized representative, except where applicable law requires another method.
Notices to the Client will be sent to the notice email supplied during proposal acceptance or checkout. Notices to the Company will be sent to info@vickysmith.co. Each party will notify the other if its notice email changes.
The accepted proposal or checkout details and these terms contain the full agreement for this assessment and replace prior proposals or discussions about the same scope. If a provision is unenforceable, the remaining provisions will continue to apply to the extent permitted by law. No term limits rights that cannot lawfully be limited.