Terms & Conditions

Context

• Navigo's Terms of Business outlines how Navigo engages with its customers from a consulting perspective.
• Customers who engage Navigo agree to abide by these terms.

Consulting Services Agreement

• All consulting engagements require a Consulting Service Agreement (CSA) which specifies the services (scope of works) ordered by the customer.
• Once an engagement has been given written or verbal approval to proceed Navigo will draft a CSA for the customer to review.
• A CSA must be signed or accepted by reply email prior to an engagement commencing.
• For Software implementations written confirmation like Purchase Order or a signed proposal is required to commence the implementation.

Consulting Types

• Fixed Price
• Time and Materials
• Pre-Paid

Fixed Price

• Is assigned to an engagement that is either well defined or has a known outcome.
• Sees Navigo and the customer agree on a fixed dollar amount for a specific piece of work.  Any changes to the scope of work may incur additional costs.
• Is invoiced as mentioned in the proposal or CSA, options include:
  • 100% upfront or
  • 50% upfront and 50% on completion or
  • at the end of an engagement or
  • monthly in arrears for partial work undertaken during the previous month (which ever is sooner)
• By default excludes travel expenses, but can be modified to include travel expenses if required.

Time and Materials

• Is assigned when an engagement is not clearly defined or there is an unknown piece of work involved.
• Sees a Navigo Consultant allocated to a customer's engagement for an estimated block of time. Note: You will be charged for all time consumed on the engagement. Before you are charged for more than the estimated block of time, Navigo will contact you to discuss.
• All time consumed on defect resolution, rework and project management are all chargeable.
• If the assigned Consultant is onsite and finishes before the block of time is consumed the customer can elect to:
  • use the Consultant on another engagement, or
  • end the engagement early (note: unused time will be forfeited).
• Are estimated in hours or days based on Navigo’s understanding of the engagement.
• Is invoiced as mentioned in the proposal or CSA, options include:
  • 50% of the estimate upfront and the balance on completion or
  • at the end of an engagement or
  • monthly in arrears for partial work undertaken during the previous month (which ever is sooner)
• Excludes expenses related to travel.

Pre-Paid

• Is sold in blocks of 8 hours.
• Is usually purchased by clients who want to pre-pay for support or consulting hours which can be drawn on at a later date.
• Must be used within a 12 month period.
• Is invoiced 100% in advance.
• Can be used to cover travel expenses.

Reschedules and Cancellations

• Customers that request a change to engagement dates, within 10 business days of the engagement starting, may incur a rescheduling fee.
• Customers that cancel an engagement entirely, within 10 business days of the engagement starting, may incur a cancellation fee.
• Navigo reserves the right to reschedule or cancel an engagement.

Work Locations

• Onsite
• Remote
• Onsite and Remote

Onsite

• Consulting is undertaken on the client's premises.
• Customers within Melbourne Metro (40km from Melbourne CDB) require a minimum 1 day engagement.
• Customers outside of Melbourne Metro, or customers within New South Wales, Australian Capital Territory, South Australia, Queensland and Northern Territory require a minimum 2 day engagement.
• Customers within Western Australia and New Zealand require a minimum 3 day engagement.

Remote

• Consulting is undertaken from Navigo's office in Melbourne.
• The minimum amount of time chargeable is 30 minutes.
• The customer will need to provide appropriate access to the required systems.

Onsite and Remote

• In some cases it will be more cost effective to use a combination of both onsite and remote consulting.
• In these cases both the onsite and remote comments should be noted.

Travel and Accommodation

• Navigo will provide the customer with an estimate if the engagement is likely to incur travel or accommodation expenses.
• The customer shall reimburse Navigo for all travel and accommodation expenses related to the nominated engagement.
• Navigo Consultants may deal with other Navigo business while interstate or overseas.
• Depending on the customer's location and engagement type Navigo may choose to send a consultant to the customer's location the night before an engagement commences.

Expenses

• Travel and accommodation expenses include, but are not limited to:
  • Return airfare from Melbourne to the customer's nominated location.
  • Accommodation equivalent to 3 or 4 stars.
  • Transport costs including taxis and/or car rental.
  • Airport parking fees.
  • Booking fees and charges for cancellations or changes to an engagement.
  • Internet usage related to the engagement where Navigo's mobile broadband cards can not be used (out of range/overseas).
  • Consultant's travel time where travel time related to an engagement exceeds 8 hours one way.
  • Daily per diem to cover meals and incidentals:
    • $120 AUD per day for Australian engagements
    • $130 AUD per day for PNG engagements
    • $140 AUD per day for New Zealand engagements
  • Kilometre reimbursement from work base to airport.

Travel Preferences

• Navigo Consultants fly Qantas where possible.
• Navigo will book economy airfares except in the case where flight times exceed 6 hours one way.
• Navigo will book the most economical flights where possible.
• For certain engagements Navigo may choose to book a flexible return flight.
• Clients may book flights and accommodation on behalf of a Navigo consultant if preferred.

Work Hours and Environment

• A professional day is a normal business day, Monday to Friday during which Navigo staff average eight (8) work hours.
• The customer agrees to pay for services extending beyond the eight (8) hour average, invoiced at the pro-rata hourly rate for the consultant.
• When a Navigo consultant attends onsite the client is responsible for providing a safe and appropriate work environment.

Quotes

• All quotes and estimates provided by Navigo staff are valid for a period of 4 weeks.
• Navigo reserves the right to retract a quote if an error has been made.

Invoicing and Payment

• Unless otherwise stated in the CSA all fees, charges, agreed expenses and other amounts payable under the CSA shall be payable within thirty (30) days of date of invoice.
• The customer shall reimburse Navigo for any statutory charges such as taxes or levies, other than income tax, that are imposed on Navigo pursuant to the CSA.
• Invoices not paid within 60 days will attract a 2% per month compounded interest fee, calculated daily starting at 30 days after the invoice presentation date.
• Annual Fee Review: the Annual Subscription Fee will increase by no more than 5% per annum during the Term.

Engagement Warranty

• The customer has 30 days, unless otherwise agreed, from the date of handover to test any product or service created by Navigo during an engagement.
• If a defect is found and reported back to Navigo within this period Navigo will rectify the defect at their cost.
• If no feedback is received from the customer within this period Navigo will assume that the customer has accepted the product or service.
• Once a period of 30 days has passed any rework will be billed on a consulting block basis.

Included Support

	Without a Navigo Support Plan	With a Navigo Support Plan
OrgPlus user manuals
OrgPlus Community Discussion Forum
OrgPlus Online Tutorials
Assistance installing unlocking and upgrading the OrgPlus application
Regular Navigo OrgPlus Newsletter
Assistance resolving OrgPlus application errors
Technical support via phone, email or online at the Navigo Support Desk

Limitation of Liability

• In no event shall Navigo be liable for any indirect, incidental, special or consequential damages, or loss of profits, revenue, data, or use, incurred by either party or any third party.
• Navigo's liability for damages hereunder shall in no event exceed the amount of fees paid by the customer under the CSA.
• Where legislation does not permit Navigo's liability to be limited to the amount of fees paid or supply of any Services again or payment of the cost of having any Services supplied again — the maximum extent permitted by law

Copyright and IP

• Navigo respects and acknowledges the copyright and all other intellectual property rights relating to software.
• Navigo will perform consulting services in strict accordance with the applicable laws relating to copyright and other intellectual property rights.
• Navigo will not perform any activities that may breach copyright or other intellectual property rights such as reverse engineering or dissemble in whole or part software, modify source code, remove copyright notices or any other notices of property rights unless expressly permitted.

Ownership of Developments

• Any development, scripts, software enhancements, processes, software modifications to any software programs including any documentation or any software and documentation that is developed for customer pursuant to a CSA, collectively developments shall remain the property of Navigo.
• Navigo provides the customer with a perpetual, irrevocable, royalty free, transferable, non-exclusive license of any intellectual property developed by Navigo and supplied to the customer during the engagement.
• The customer will not acquire any rights to development work performed.
• Unless specifically detailed in the Services Schedule, ongoing maintenance of any such development or modification is not covered by this agreement.

Confidentiality

• The parties may have access to information that is confidential to one another
• Confidential information shall be limited to Navigo's software programs and documentation, developments, and all information clearly marked as confidential or information, which is confidential by operation of law.
• Each party shall use the other's confidential information solely in accordance with the provisions of the CSA and shall not disclose, or permit to be disclosed, either directly or indirectly, any confidential information without the other's parties written consent.
• Each party may disclose confidential information only to its employees on a need-to-know basis, provided that such employees are bound by substantially similar confidentiality terms.
• Each party shall use reasonable measures to safeguard the confidential information of the other.
• Notwithstanding the foregoing, neither party to the CSA bears responsibility for safeguarding information that is:
  1. publicly available not as a result or any breach of confidentiality by the receiving party;
  2. lawfully obtained from third parties not under confidentiality restrictions;
  3. proven to be in the possession of the receiving party at the time of disclosure; or
  4. upon notice to the disclosing party by the receiving party, required to be disclosed by order of a court or other governmental entity.
• If either party breaches, or threatens to breach the confidentiality provisions, the parties agree that the non-breaching party would have no adequate remedy at law and would therefore be entitled to immediate injunctive and other equitable relief, without the necessity of posting a bond.
• Confidential Information shall include without limitation all documents, software, or other information that are disclosed from one party to the other party, or its agents.

General

• The CSA constitutes the complete agreement between the parties and supersedes all previous agreements or representations, written or oral, with respect to the services and developments.
• The customer agrees not to employ any contractor, employee or former employee of Navigo who performed any services under the CSA within a period of twelve (12) months or less of the provision of those services. In the event of breach of this condition, customer will pay to Navigo as liquidated damages and not as a penalty, an amount equal to 30% of the annual base salary for the relevant employee.