Agentnoon Subscription Services Agreement

This agreement governs the terms and conditions under which Navigo Pty Ltd Ltd ABN 64 126 593 397 (“Provider”, “us”, “we”, “our”) and < Enter Company Name > ACN/ABN < Enter ABN > (“Customer”, “you”, “your”).

The first part of the agreement sets out the key terms (“Key Terms”), followed by the legal terms and conditions (“Legal Terms”) on which we provide the services to you (together, the “Agreement”).

Key terms

Item
1.	Our Details	Name	Navigo Pty Ltd
		ABN	64 126 593 397
		Address	Suite 25, Level 3, Waterman Business Centre Eastland Shopping Centre, Ringwood VIC 3134
		Contact Person	Navigo
		Email	info@navigo.com.au
2.	Your Details	Name	< Enter details >
		ABN	< Enter details >
		Address	< Enter details >
		Contact Person	< Enter details >
		Email	< Enter details >
3.	Software	We provide org charting, workforce modelling and org design software that creates visualisations from payroll and HR data, as amended by us from time to time (“Software”).
4.	Services	We will provide you with the services set out in Schedule 1.
5.	Commencement Date	The date that this Agreement is signed by the last of the parties to sign it.
6.	Term	Initial Term From the Commencement Date for a period of three (3) years (“Initial Term”) and is subject to the terms and conditions set out in this Agreement. Subsequent Term(s) At the expiry of the Initial Term, the Subscription Services will renew automatically for an additional Renewal Subscription Term of one (1) year, unless Customer notifies Navigo in writing at least thirty (30) days prior to the end of the then-current Subscription Term that Customer has elected not to renew. For the purposes of this Agreement, “Term” means the Initial Term and each Subsequent Term. Extension of a Subsequent Term follows the steps as listed above.
7.	Charges	You must pay an annual fee each year of the Term, which provides access to the Software and the Services. For the first year of the Initial Term, the annual fee is AUD$[insert]. During the Term; (a) and subject to any increase in the Charges as agreed between the Provider and the Customer in accordance with Item 6, the Charges will increase each year by 5% of that year’s Charges, and this increase will take effect from the next anniversary of the Commencement Date
8.	Method of Payment	Payment of the Charges will be made, via electronic funds transfer, to the bank account specified in the relevant tax invoice.
9.	Payment Process	The Charges must be paid annually and: (a) within 30 days of the Commencement Date for the first year of the Initial Term; or (b) in advance of the corresponding anniversary of the Commencement Date for each subsequent year of the Term. We will issue you a tax invoice for the Initial Term and each Subsequent Term. All invoices are due and payable within 30 days of being issued.
10.	Minimum Commitment	The Initial Term.

Legal Terms and Conditions

The Provider and the Customer agree as follows.

1. Definitions and Interpretation

1.1 In this Agreement the following expressions have the following meanings, unless otherwise stated:

“Agreement” means these terms and conditions as amended by us from time to time, including the Key Terms, any Schedules and any other documents expressly incorporated;

“Authorised User” means those of your employees, agents and contractors who are authorised by you to use the Software and Services;

“Business Day” means a day other than a weekend or public or bank holiday in Victoria, Australia;

“Charges” means the charges set out in the Key Terms or as published by us from time to time and includes any Minimum Commitment;

“Commencement Date” means the commencement date specified in the Key Terms, or if there is no date specified, the date that this Agreement is signed by the last of the parties to sign it;

“Consultants” means any employees, contractors, agents or consultants that we use to provide the Software and/or perform the Services;

“Customer Data” has the meaning in clause 6.5;

“Delivery Date” means an estimated delivery date for the provision of a Service, as set out in Schedule 1;

“Developed IP” is defined in clause 6.3;

“Intellectual Property Rights” means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable) including but not limited to all rights in respect of technical information, know-how, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights;

“Minimum Commitment” means the minimum Charges due under this Agreement as defined in the Key Terms;

“Payment Terms” has the meaning given in the Key Terms;

“Privacy Laws” means the Privacy Act 1988 (Cth) and the General Data Protection Regulation (EU 2016/679) (as applicable);

“Privacy Policy” means our privacy policy, as updated from time-to-time, which can be found at: https://navigo.com.au/privacy-policy/

“Provider IP” is defined in clause 6.2;

“Related Bodies Corporate” has the meaning given in the Corporations Act 2001 (Cth);

“Security Breach” has the meaning given in clause 13.

“Services” means the services that we provide to you under this Agreement, including associated deliverables, as set out in Schedule 1;

“Software” means the software we provide under this Agreement as defined in the Key Terms and which includes any associated software, technology, code and all Intellectual Property Rights contained therein;

“Subsequent Term” has the meaning given to it in the Key Terms; and

“Term” means the term of this Agreement as defined in the Key Terms.

2. Use of the Software

2.1 You will not, and you will ensure the Authorised Users will not:

(a) modify the Software or merge any aspect of the Software with another programme other than as expressly provided under this Agreement;

(b) record, reverse engineer, copy, duplicate, reproduce, create derivate works from, frame, download, display, transmit or distribute any of the Software, the source code of the Software or any documents, manuals or setup instructions provided with the Software or in relation to the Services;

(d) engage in unlawful behaviour, including unauthorised access to or use of data, services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;

(e) access, store, distribute or transmit:

(i) viruses, worm, trojan or other malicious code that corrupts, degrades or disrupts the operation of the Software;

(ii) material that is unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or a contravention of the rights of any third party;

(iii) material that facilitates illegal activity; or

(iv) material that abuses or causes damage or injury to any person or property;

(f) provide Software login details or passwords, or otherwise provide access to the Software, to any unauthorised third party and you will take all reasonable steps to prevent unauthorised access to, or use of, the Software;

(g) share any features of the Software that are not publicly available with any unauthorised third party; and

(h) engage in any conduct on the Software that is in breach of this Agreement (or any agreements mentioned therein).

2.2 All rights granted to you under this Agreement are personal, and these rights must not be leased, assigned, sold, licensed, resold or transferred to any third party in any manner whatsoever. You must not in any way encumber or allow the creation of any mortgage, charge, lien or other security interest in respect of the Software.

2.3 Any breach of this clause 2 constitutes a breach of this Agreement and we may, at our absolute discretion, terminate or suspend your access to, and/or use of, the Software or the Services, and/or take further actions against you for breach of this Agreement.

3. Services

3.1 We will perform the Services in return for payment of the applicable Charges.

3.2 All Services will be provided based on the information and specifications supplied by you. All information that we provide is supplied in good faith, but we do not warrant or guarantee the accuracy or completeness of any information provided by us or any third party. It is not within the scope of our obligations to enquire as to, or to verify, the accuracy or completeness of information that we receive from you or any third parties.

3.3 We are not obliged to provide any Services under this Agreement that are not described in this Agreement.

3.4 We will use reasonable endeavours to provide the Services promptly or by any applicable Delivery Date or such other dates as agreed by the parties in writing. Any Delivery Date or time quoted for delivery, commencement or completion of any part of the Services is an estimate only and time will not be of the essence.

3.5 We may engage Consultants to perform our obligations under this Agreement at our discretion.

4. Your obligations

4.1 You acknowledge that our ability to be able to provide the Software and the Services to you without delay or interruption is dependent on your full and timely cooperation. You will (and will ensure that the Authorised Users will):

(a) co-operate with and assist us in the supply of the Software and the Services;

(b) promptly provide us with full and accurate information, data and explanations as and when required;

(c) comply with all applicable laws, regulations and industry standards with respect to your activities and obligations under this Agreement;

(d) ensure that your network and systems comply with the relevant specifications and guidelines provided by us from time to time; and

(e) comply with all reasonable directions and guidelines from us as advised from time to time.

4.2 You must procure all necessary rights from third parties, which are from time to time required in order for us to be able to provide the Software or the Services to you.

4.3 It is your responsibility to ensure that the Key Terms, tax invoice or any other written communications we send to you set out the correct information in relation to your business and that you notify us of any changes to this information during the Term.

5. Charges and Payment

5.1 You will pay us the Charges to access and use the Software and the Services in accordance with this Agreement.

5.2 The Charges are exclusive of GST and, unless stated otherwise, are in Australian Dollars.

5.3 If payment of the Charges is not received by any due date either described in the Key Terms or on a tax invoice provided to you, we will be entitled (without prejudice to any other right or remedy available to us under this Agreement or at law) to:

(a) withhold provision of the Services, or suspend your access to any or all of the Software or the Services, until payment of the outstanding invoice (including interest) is received by us in full;

(b) charge interest on the outstanding amount at the rate of three per cent (3%) per annum above the base-lending rate of the Westpac Banking Corporation Bank; and

5.4 You will make all payments for the Charges without any deduction for tax unless a tax deduction is required by law. If you are required to make a tax deduction by law, the amount due will be increased to the amount that (after making the tax deduction) upon deduction of the amount attributable to tax equals the amount which would have been due if no tax deduction had been required.

6. Intellectual Property

6.1 Subject to clauses 6.2 and 6.3, we grant you a personal, non-exclusive, non-transferable and revocable license to permit the Authorised Users to access and use the Software and the Services (including the Intellectual Property Rights contained therein) throughout the world during the Term.

6.2 All rights, title or interest in and to the Software and any information or technology that may be provided to, or accessed by, you in connection with your use of the Software or Services is owned, and will remain owned, by us or our licensors (“Provider IP”). Using the Software or the Services does not transfer any ownership or rights, title or interest in and to the Provider IP.

6.3 All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Software or the provision of any Services will automatically vest in, and are assigned to, us, including any enhancements, improvements and modifications to the Provider IP (collectively, the “Developed IP”).

6.4 You must not represent to anyone or in any manner whatsoever that you are the proprietor of the Software and/or the Provider IP.

6.5 You retain ownership rights to data and content that you, and your Authorised Users, provide to us, whether by uploading to the Software or otherwise (“Customer Data”). You grant us a worldwide, perpetual, irrevocable, non-exclusive and royalty free license to access and use the Customer Data for the purpose of performing our obligations under this Agreement.

6.6 You agree that we may refer to you, your business name, publish your logo and/or trade mark and make reference to you as a customer of ours in any communications or publications for the purposes of marketing or promoting our business.

7. Warranties

7.1 We will use reasonable endeavours to provide constant, uninterrupted access to the Software and the Services, but with any software based product, this cannot be guaranteed. We will not be responsible or liable for any direct or indirect losses or damages suffered or sustained by you as a result of, or in connection with, any interruption or delay in accessing and using the Software or the Services.

7.2 We will investigate all problems or errors in any Services, provided that you notify us in writing within seven (7) days following delivery of those Services and you give us all necessary information to conduct an investigation into the matter.

7.3 To the maximum extent permitted by law, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Software provided hereunder is given or assumed by us other than as required at law. You acknowledge and agree that the Software and the Services are provided on ‘as is’ basis and that you will make your own investigations into whether or not the Software and the Services are fit for your purposes.

7.4. Navigo warrants that the Subscription Service(s) will perform in accordance with and subject to the Navigo Service Level Agreement (“SLA”), which is attached hereto as Exhibit 1. The SLA states Customer’s sole and exclusive remedy for any breach of this warranty.

7.5 We make no representations, warranties or guarantees:

(a) that content available on, or produced by or via, the Software is accurate, complete, reliable, current, error-free or suitable for any particular purpose. This content is provided on an ‘as is’ basis and you acknowledge and agree that you exercise absolute discretion in choosing how to use this content; or

(b) as to the availability of the Software or that the Software and/or the Services are or will be free from viruses, worm, trojan or other malicious code. You are responsible for taking your own precautions in this respect.

8. Liability and Exclusions

8.1 Our total liability to you or any third party (whether based on warranty, contract, tort, statute, misrepresentation or otherwise) arising out of, or in connection with, this Agreement, for any one event or a series of related events, will be limited to the total Charges paid (excluding GST and expenses) by you to access and use the Software and the Services (as applicable) in the 12 months immediately prior to the event(s).

8.2 You assume sole responsibility for your use of the Software and the Services (including any content contained therein) and for any reliance on, and use of, conclusions drawn from such use.

8.3 We will have no liability for any losses suffered or any damage caused by errors or omissions in any information or instructions provided to us by you in connection with the Software, the Services or any actions taken by us at your direction.

8.4 In no event will we be liable to you or any third party for any:

(a) loss of profits, revenue, goodwill or business, business interruption, corruption, loss or alteration of data, downtime costs, loss of use, failure to realise anticipated savings or for any indirect or consequential loss or damage of whatsoever nature, however caused;

(b) breach by you, any Authorised User or any third party of the Intellectual Property Rights of a third party or any laws, regulations or any relevant industry codes;

(c) viruses, worm, trojan or other malicious code introduced into, or transmitted to, you or any third party during the course of using the Software or the Services; or

(d) loss of or damage to any property belonging to you, any Authorised User or any third party or any personal injury or death arising out of or in connection with this Agreement.

8.5 The parties acknowledge that the limitations of liability contained in this clause 8 are a fair and reasonable allocation of the commercial risk between the parties.

9. Indemnity

9.1 You agree to indemnify and hold us, our Related Bodies Corporate and our officers, directors, employees and contractors (collectively, the “Indemnified”) harmless from and against any and all claims, actions, demands, proceedings, liabilities, losses, damages, expenses and costs that may be brought against the Indemnified or which the Indemnified must pay, sustain or incur as a direct or indirect result of or arising out of:

(a) breach by you or any Authorised User of any of your obligations under the Agreement;

(b) loss of, or damage to, any property belonging to you, any Authorised User or any third party or any personal injury or death arising out of or in connection with this Agreement;

(d) breach by you or any Authorised User of any law (including Privacy Laws).

9.2 We agree to indemnify and hold you harmless from and against any and all claims, actions, demands, proceedings, liabilities, losses, damages, expenses and costs that may be brought against you or which you must pay, sustain or incur as a direct result of:

(a) breach by us of any of our obligations under the Agreement; or

(b) loss of, or damage to, any property belonging to you or any third party or any personal injury or death arising out of or in connection with our gross negligence under this Agreement.

10. Confidentiality

10.1 Each party agrees not to use or disclose confidential information received or disclosed to it by the other party in the negotiation or operation of this Agreement, save for such use or disclosure necessary and required to perform their respective obligations under this Agreement. Disclosure will be, in any event, only made to the receiving party’s employees, officers, agents or contractors to whom it is necessary to do so and who are directly involved in performing the receiving party’s obligations.

10.2 In making disclosure to persons as permitted under this clause 10, the receiving party will ensure that persons receiving the disclosing party’s confidential information will comply with the same obligations regarding confidentiality as that of the receiving party.

10.3 Information is not to be regarded as confidential, and the receiving party will have no obligation regarding confidentiality, where that information is already in the public domain or enters the public domain through no fault of the receiving party, is received from a third party without any obligations of confidentiality, is used or disclosed with the prior written consent of the disclosing party, is disclosed in compliance with a legal requirement or is independently developed by the receiving party.

10.4 Any confidential information held by a receiving party will be returned to the disclosing party or destroyed at the written request of the disclosing party.

11. Privacy

You must, in connection with this Agreement:

(a) ensure that you and your employees, contractors and agents, which includes any Authorised Users, are aware of your obligations under all applicable Privacy Laws;

(b) at all times comply with your obligations under applicable Privacy Laws; and

(c) take reasonable steps to assist us to comply with our obligations under applicable Privacy Laws as may be notified to you from time to time.

12. Customer Data

12.1 We will:

(a) not use or retain any Customer Data for any purpose other than the provision of Services to you in accordance with the Agreement and our Privacy Policy, except where you consent in writing;

(b) treat Customer Data at all times in accordance with our Privacy Policy, applicable Privacy Laws and any other applicable data protection laws;

(c) not permit any Customer Data to be disclosed or transferred to or accessed by any person other than you and any Authorised User;

(d) establish and maintain a robust security framework and employ appropriate and sufficient safeguards (unauthorised access, processing, destruction, corruption, loss or alteration of Customer Data) in accordance with recognised industry standards as appropriate from time to time;

(e) perform regular back-ups of Customer Data; and

(f) promptly comply with any written requests from you for destruction of Customer Data, in a secure and permanent manner.

12.2 Further details about our practices relating to the collection, processing, use, disclosure and storage of Customer Data can be found in our Privacy Policy.

13. Security

If we become aware of any unauthorised access to our systems or infrastructure or any Customer Data (a “Security Breach“), then (without limiting any other obligations of the Company) we will immediately notify you in writing within 24 hours, investigate the cause and extent of the Security Breach, and take reasonable steps to prevent a similar Security Breach from reoccurring.

14. Term and Termination

14.1 This Agreement will commence on the Commencement Date and will continue in force for the Term unless terminated in accordance with this clause 14.

14.2 Subject to any Minimum Commitment, either party may terminate this Agreement without cause at any time by providing the other party with 3 months’ written notice.

14.3 For the avoidance of doubt:

(a) if you terminate this agreement without cause under clause 14.2 prior to the Minimum Commitment duration, you will not be entitled to a refund of any Charges paid and you will be liable for the remaining Charges for the Minimum Commitment; or

(b) if we terminate this agreement without cause under clause 14.2 prior to the Minimum Commitment duration, you won’t be entitled to a refund of any Charges paid but you won’t be liable for the remaining Charges for the Minimum Commitment.

14.4 We may terminate this Agreement (or at our discretion, the supply to you of the Software or the Services) immediately if you fail to pay any invoice in accordance with the Payment Process and such sum remains unpaid for fourteen (14) days.

14.5 Either party may terminate this Agreement immediately by giving written notice to the other party if:

(a) the other party is in breach of this Agreement to a material extent and fails to remedy the breach within thirty (30) days of being notified of the breach (if it is capable of being remedied); or

(b) the other party is bankrupt, in a voluntary arrangement, in liquidation or receivership or has ceased business or threatened to cease business or is otherwise insolvent.

14.6 Subject to clauses 14.3(b)and 14.7, on termination of this Agreement for any reason, we will be entitled to immediate payment for all Charges properly incurred up to the date of termination and during any applicable notice period, including any Minimum Commitment.

14.7 If you validly terminate this Agreement for a proven breach under clause 14.5(a), we are entitled to immediate payment for all Charges properly incurred up to the date of termination, you will be entitled to a pro-rata refund for all Charges paid beyond the date of termination and you won’t be liable for the remaining Charges for the Minimum Commitment.

14.8 On the termination or expiry of this Agreement for any reason, you will return all of our confidential information, Provider IP, Developed IP and any other property belong to us in your possession, control or custody.

14.9 Within 30 days after termination or expiration of this Agreement, you may make a written request for our assistance to export your Customer Data. Upon receiving this request, we will provide reasonable assistance to export your data in an accessible form.

14.10 In providing assistance under clause 14.9 we:

(a) may charge additional fees (as agreed between the parties); and

(b) make no guarantee that the exported Customer Data will be in a form that is suitable for your intended purpose or systems.

14.11 90 days following termination or expiration of this Agreement, we may, unless legally prohibited, delete all Customer Data in our systems or otherwise in our control.

15. Non-Solicitation

You will not attempt to employ, either directly or indirectly or as consultants, any of our Consultants during the term of this Agreement without our prior written consent. If you are in breach of this clause, we will be entitled to terminate this Agreement in accordance with clause 12.

16. Situations or events outside our reasonable control

There are certain situations or events that may occur which will not be within our reasonable control. Where this occurs, we will notify you of these circumstances and attempt to recommence providing the Software and/or the Services (as applicable) as soon as we are able. In such circumstances there may be a delay (sometimes a substantial delay) before we can start or continue performing the Software and/or the Services.

17. Notices

17.1 Any notice required to be given pursuant to this Agreement will, unless otherwise stated, be in writing and be sent to the other party at the email address specified in this Agreement (or to such other address as either party may from time to time notify the other in accordance with this clause).

17.2 A notice given under clause 17.1 will be deemed to have been delivered 24 hours after the email is sent.

18. Dispute Resolution

18.1 If a dispute arises in relation to this Agreement, a party (“Provider”) may give the other party (“Recipient”) a written notice adequately identifying the matters in dispute (“Dispute Notice”).

18.2 Within 10 days of the Provider giving a Dispute Notice, the parties must meet informally and attempt to resolve the dispute. If a resolution is not achieved within 10 days from the informal meeting, the Provider may give the Recipient written notice requiring the dispute to be referred to mediation (“Mediation Notice”).

18.3 If a Mediation Notice is given, the parties will appoint a mediator in writing, or if the parties cannot agree on a mediator within 7 days of the Mediation Notice being served, a mediator will be appointed by the Chair of Resolution Institute or the Chair’s designated representative. The parties or their nominated representatives must attend any arranged mediation to attempt to resolve the dispute and unless otherwise agreed by the parties, the Resolution Institute Mediation Rules will apply to the mediation.

18.4 The costs of mediation will be shared equally by the parties unless otherwise agreed in writing.

18.5 If the dispute identified in the Mediation Notice is not resolved within 14 days of appointment of the mediator, either party may seek mediation again pursuant to this clause, with the parties agreeing that the mediator will make a binding resolution.

18.6 No party may commence litigation unless they have first complied with this clause, except where the party is seeking urgent interlocutory relief.

18.7 Notwithstanding the existence of a dispute, each party must continue to perform its obligations under this Agreement.

18.8 This clause 18 survives the termination or expiry of this Agreement.

19. General

19.1 Variations to this Agreement will only be effective if in writing and signed by authorised representatives of both parties.

19.2 The provisions of this Agreement that are capable of having effect after the termination or expiry of this Agreement will remain in full force and effect following the termination or expiry of this Agreement.

19.3 You must not, without our prior written consent (which will not be unreasonably withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Agreement.

19.4 If either party chooses to waive or ignore a breach of the Agreement, this will not prevent that party from taking action in respect of the same type of breach at a future date.

19.5 Nothing in this Agreement is intended to create or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement. Neither we nor you will have, nor represent that it has, any authority to make any commitments of this kind on the other party’s behalf.

19.6 This Agreement, and the relationship between the parties contemplated by it, is not intended to be exclusive.

19.7 If any provision of this Agreement is held invalid or unenforceable, such provision will be deemed deleted from this Agreement and replaced by a valid and enforceable provision which so far as possible achieves the parties’ intent in agreeing to the original provision. The remaining provisions of this Agreement will continue in full force and effect.

19.8 This Agreement is governed by the laws of Victoria, Australia and the parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.

19.9 This Agreement may be executed electronically and in any number of counterparts. All counterparts together will be taken to constitute one instrument.

19.10 This Agreement constitutes the entire agreement between the parties in respect of the subject matter of this Agreement and supersedes and replaces any prior written or oral agreements, representations or understandings. The parties confirm that they have not relied on any representation that is not expressly incorporated into this Agreement.

Signing

Executed as an Agreement

EXECUTED by Navigo Pty Ltd ABN 64 126 593 397 by their authorised representative:

Signature of authorised representative

Name of authorised representative

Date

EXECUTED by [insert company name] ABN [insert ABN number] by their authorised representative:

Signature of authorised representative

Name of authorised representative

Date

Schedule 1. Service Level Agreement

Support Services Terms and Conditions

Access to Support; Reporting of Program Errors

Customer may report all Program Errors via the Navigo Support Desk system, email or telephone, at the support numbers and addresses set forth on the Navigo Web Site, and include sufficient information to enable Navigo to reproduce and verify such Program Error.

Resolution of Program Errors

Navigo will acknowledge each Program Error via email (through our Support Desk system) or telephone to Customer and will use commercially reasonable efforts consistent with the severity of the Program Error to reproduce and verify all Program Errors and to remedy each Program Error that Navigo has been able to verify.

Such remedies may include the providing by Navigo to Customer of instructions for Customer to cure the Program Error or possible work around options. Support does not cover any customisations or changes in code made pursuant to a Services engagement or by any third party.

Service Levels

In the event that in any calendar month during the Term you experience less than 99% availability of the Service (other than for any Scheduled Maintenance in accordance with clause 16.5) you may request a refund or a credit of Subscription Fees paid in advance from Navigo (“Service Credit”). If requested, the amount of the Service Credit shall be calculated by multiplying your pro-rated monthly Subscription Fees for the calendar month in which the Service Credit was incurred, by the percentage shown in the table below that corresponds to the actual Availability of said Services during that month.

Availability Percentage	Percentage Credit
97% or over, but below 99%	25% for that portion
95% or over but below 97%	50% for that portion
Below 95%	100% for that portion

Applies only to your production environment of the Service, and not to any non-production environment.

You must request a Service Credit to be entitled to it. If you believe you are eligible for a Service Credit for any given calendar month you must notify Navigo in writing within 5 Business Days from the end of such month in order to receive a Service Credit.

Your aggregate Service Credits (and any other remedy in respect of downtime, to the extent permissible at law) in any single calendar month of the Term are capped at and may not exceed your Subscription Fees for the calendar month in which the Service Credit(s) were incurred.

Despite any other provision of this Agreement, Navigo will not be responsible for any failure of the Service to function as intended by Navigo if such failure is caused by telecommunications failure or fault, defective equipment utilised by you or your incorrect operation of your own access facilities.

Response Times

Problem Classification	Initial Problem Acknowledgement/Receipt	Initial Action Plan/ Status Update	Permanent Fix/ Work Around
Critical	2 hours	24 hours	20 days
Serious	4 hours	3 days	45 days
Medium	8 hours	5 days	110 days
Low	8 hours	10 days	Next release

NOTE: Hours indicated are Business Hours, 9 am – 5.30 pm AEST Monday – Friday excluding Public Holidays.

Schedule 2. Services

Service	Deliverables	Delivery Date
Kick off meeting	Project commencement Co-ordination of resources for Provider and Customer Timelines and schedules agreed	Within 5 Business Days from the Commencement Date or as otherwise agreed
Set-up and Go-Live	Live environment provisioned for Customer Provide Customer and their Authorised Users with log in details and access to the Software	As agreed in the customer Project Plan
General and Technical Support	Access to Provider’s ticketing system Melbourne support desk hours: 9am – 5pm AEST on Business Days	As requested during Business Days