Terms of Engagement

These Terms apply to all services Navari Consulting Pty Ltd (“Navari”) provides to the client named in a Statement of Work (“SoW”) (the “Client”). Each SoW, together with these Terms, forms a separate agreement.

If there is any inconsistency, the following order of precedence applies: (a) the Special conditions in the SoW; (b) the rest of the SoW; (c) these Terms.

A SoW is accepted when signed by both parties, or when the Client instructs Navari to start work, whichever happens first.

Navari will perform the services and provide the deliverables described in the SoW (the “Services”) with due care and skill, in a professional manner, using appropriately qualified personnel.

Navari may decide how the Services are performed and who performs them, including using approved subcontractors. Navari remains responsible for its subcontractors.

Timeframes in a SoW are estimates based on the assumptions and dependencies it lists. Navari is not responsible for delays caused by the Client, its other suppliers or matters outside Navari’s reasonable control.

The Client will carry out the client responsibilities in the SoW, provide timely access to its people, premises, systems and data, and make decisions and provide feedback within the times reasonably requested.

The Client is responsible for the accuracy and completeness of the information and data it provides, and for having the rights and consents needed for Navari to use that data for the Services.

The Client remains responsible for its business decisions, including decisions made using Navari’s analysis, forecasts or recommendations.

The Client will pay the fees and approved expenses set out in the SoW. Unless the SoW states otherwise, fees are in Australian dollars and exclude GST.

Navari will invoice in line with the payment schedule in the SoW. Unless the SoW states otherwise, invoices are payable within 7 calendar days of the invoice date.

If an undisputed invoice is unpaid 14 days after its due date, Navari may, after giving 5 business days’ written notice, suspend the Services until payment is received. Timeframes are extended by the period of suspension.

The Client must notify Navari of any disputed amount in writing within 7 calendar days of the invoice date, giving reasons, and pay the undisputed portion on time.

Where GST applies to a supply under a SoW, the Client will pay the GST in addition to the fees on receipt of a valid tax invoice.

Either party may request a change to the scope, timeline or fees. Changes are only binding once documented in a Change Request signed by both parties.

Navari will assess the impact of each request on scope, timeline and fees before it is approved. Work on a change starts only after approval.

Deliverables are accepted in line with the acceptance process in the SoW. If the SoW does not specify one, a deliverable is accepted if the Client does not notify Navari in writing of a material non-conformance with its agreed acceptance criteria within 10 business days of delivery.

Use of a deliverable in the Client’s business (other than for testing) is acceptance of that deliverable.

Each party keeps ownership of the intellectual property it owned before the SoW or develops independently of it (“Background IP”). Navari’s Background IP includes its methods, frameworks, templates, tools, code libraries and know-how.

On payment in full of the relevant fees, the Client owns the deliverables created specifically for it under the SoW, excluding any Navari Background IP and third-party materials included in them.

Navari grants the Client a non-exclusive, perpetual, royalty-free licence to use any Navari Background IP included in the deliverables for the Client’s internal business purposes.

Third-party software, data and services (including cloud and AI platforms) are provided on their owners’ terms. The Client is responsible for its own subscriptions to them unless the SoW states otherwise.

Navari may use general skills, knowledge and experience gained in performing the Services, and may describe the engagement in general terms (without Confidential Information) unless the Client asks it not to.

Each party will keep the other party’s Confidential Information confidential and use it only for the purposes of the SoW. Confidential Information means non-public information disclosed by a party that is marked confidential or that a reasonable person would understand to be confidential.

These obligations do not apply to information that is public (other than through a breach), already known to or independently developed by the receiving party, or required to be disclosed by law, provided the other party is notified where lawful.

These obligations continue for 3 years after the SoW ends.

Each party will comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (and, for New Zealand clients, the Privacy Act 2020 (NZ)) in relation to personal information handled under the SoW.

Navari will handle Client data only to perform the Services, apply reasonable security measures, limit access to personnel who need it, and notify the Client without undue delay of any unauthorised access to Client data that it becomes aware of.

Where possible the Client should provide de-identified or minimised data. At the end of the engagement, or on request, Navari will return or securely delete Client data, except where retention is required by law.

Navari may use artificial intelligence tools to help perform the Services. It will only use tools that do not train on Client data, and its consultants review AI-assisted outputs before delivery.

Navari warrants that the Services will be performed with due care and skill and that, to its knowledge, the deliverables will not infringe the intellectual property rights of any third party.

Forecasts, estimates and projected savings are based on the data and assumptions available at the time and are not guarantees of future results.

Nothing in these Terms excludes, restricts or modifies any right or remedy that cannot be excluded under the Australian Consumer Law. Where permitted, Navari’s liability for a failure to comply with a consumer guarantee is limited to supplying the Services again or paying the cost of having them supplied again.

To the extent permitted by law, each party’s total liability under or in connection with a SoW is limited to the total fees paid and payable under that SoW.

To the extent permitted by law, neither party is liable for any indirect or consequential loss, or for loss of profit, revenue, data or goodwill.

These limits do not apply to liability for personal injury or death, fraud, wilful misconduct, a breach of confidentiality or privacy obligations, or the Client’s obligation to pay fees.

Each party’s liability is reduced to the extent the other party caused or contributed to the loss.

During the SoW and for 6 months after it ends, the Client will not directly solicit for employment or engagement any Navari personnel who performed the Services, without Navari’s written consent. This does not prevent general advertising.

Either party may terminate a SoW for convenience on 20 business days’ written notice.

Either party may terminate a SoW immediately by written notice if the other party materially breaches it and does not remedy the breach within 10 business days of notice, or becomes insolvent.

On termination the Client will pay for Services performed and approved expenses incurred up to the termination date, and for any non-cancellable commitments made for the SoW. Navari will deliver work in progress that has been paid for.

Clauses on fees owed, intellectual property, confidentiality, privacy, liability and non-solicitation survive termination.

The parties will first try to resolve any dispute through discussion between their nominated contacts and then their senior executives. If not resolved within 20 business days, either party may refer it to mediation in Melbourne before starting court proceedings (except for urgent interlocutory relief).

Neither party is liable for delay or failure caused by events beyond its reasonable control, provided it notifies the other party and takes reasonable steps to minimise the impact.

Navari is an independent contractor. Nothing in a SoW creates employment, partnership or agency.

Neither party may assign a SoW without the other party’s consent, which must not be unreasonably withheld.

Notices must be in writing and may be sent by email to the contacts named in the SoW.

The SoW and these Terms are the entire agreement between the parties about their subject matter and replace any prior proposals. Any Client purchase order terms do not apply.

A SoW may be signed in counterparts and electronically.

These Terms are governed by the laws of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of its courts.