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HROnboard Consulting Terms

HROnboard Pty Ltd ACN 156 667 364 (HROnboard) is the supplier of Service as defined below./ppHROnboards Consulting Terms outlines how HROnboard engages with its customers from a consulting perspective./ppCustomers who engage HROnboard agree to abide by these terms./ph2Consulting Services Agreement/h2pAll consulting engagements require a Consulting Service Agreement (CSA) or proposal which specifies the services (scope of works) ordered by the customer./ppA CSA must be signed or accepted by reply email prior to an engagement commencing./ph2Types of Consulting Engagements/h2pHROnboard will provide consulting engagements as either:/pulliFixed Price, or/liliTime and Materials/li/ulh3Fixed Price/h3pIs assigned to an engagement that is either well defined or has a known outcome./ppSees HROnboard 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./ppIs invoiced as specified in the Order Details Document or CSA/ppBy default excludes travel expenses, but can be modified to include travel expenses if required./ph3Time and Materials/h3pIs assigned when an engagement is not clearly defined or there is an unknown piece of work involved./ppSees a HROnboard Consultant allocated to a customers engagement for an estimated block of time./ppNote: You will be charged for all time consumed on the engagement. Before you are charged for more than the estimated block of time, HROnboard will contact you to discuss./ppAll time consumed on defect resolution, rework and project management are all chargeable./ppIf the assigned Consultant is onsite and finishes before the block of time is consumed the customer can elect to:/pulliuse the Consultant on another engagement, or/liliend the engagement early (note: unused time will be forfeited)./li/ulpAre estimated in hours or days based on HROnboardrsquo;s understanding of the engagement./ppIs invoiced as specified in the Order Details Document or CSA/ppExcludes expenses related to travel./ph2Reschedules and Cancellations/h2pCustomers that request a change to engagement dates, within 10 business days of the engagement starting, may incur a rescheduling fee./ppCustomers that cancel an engagement entirely, within 10 business days of the engagement starting, may incur a cancellation fee./ppHROnboard reserves the right to reschedule or cancel an engagement./ph2Work Locations/h2pHROnboard can provide consulting engagements either:/pulliOnsite/liliRemote, or/liliA combination of Onsite and Remote/li/ulh3Onsite/h3pConsulting is undertaken on the customers premises.br /Customers within Melbourne Metro (40km from Melbourne CDB) require a minimum 1 day engagement./ppCustomers 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./ppCustomers within Western Australia and New Zealand require a minimum 3 day engagement./ph3Remote/h3pConsulting is undertaken from HROnboards office in Melbourne./ppThe minimum amount of time chargeable is 30 minutes./ppThe customer will need to provide appropriate access to the required systems./ph3Onsite and Remote/h3pIn some cases it will be more cost effective to use a combination of both onsite and remote consulting.br /In these cases both the onsite and remote comments should be noted./ph2Travel and Accommodation/h2pHROnboard will provide the customer with an estimate if the engagement is likely to incur travel or accommodation expenses./ppThe customer shall reimburse HROnboard for all travel and accommodation expenses related to the nominated engagement./ppHROnboard Consultants may deal with other HROnboard business while interstate or overseas./ppDepending on the customers location and engagement type HROnboard may choose to send a consultant to the customers location the night before an engagement commences./ph2Expenses/h2pTravel and accommodation expenses include, but are not limited to:/pulliReturn airfare from Melbourne to the customers nominated location./liliAccommodation equivalent to 3 or 4 stars./liliTransport costs including taxis and/or car rental./liliAirport parking fees./liliBooking fees and charges for cancellations or changes to an engagement./liliInternet usage related to the engagement where HROnboards mobile broadband cards can not be used (out of range/overseas)./liliConsultants travel time where travel time related to an engagement exceeds 8 hours one way./liliDaily per diem to cover meals and incidentals:/lili$120 AUD per day for Australian engagements/lili$130 AUD per day for PNG engagements/lili$140 AUD per day for New Zealand engagements/liliKilometre reimbursement from work base to airport./li/ulh2Travel Preferences/h2pHROnboard Consultants fly Qantas airways where possible./ppHROnboard will book economy airfares except in the case where flight times exceed 6 hours one way./ppHROnboard will book the most economical flights where possible./ppFor certain engagements HROnboard may choose to book a flexible return flight./ppCustomers may book flights and accommodation on behalf of a HROnboard consultant if preferred./ph2Work Hours and Environment/h2pA professional day is a normal business day, Monday to Friday during which HROnboard staff average eight (8) work hours./ppThe customer agrees to pay for services extending beyond the eight (8) hour average, invoiced at the pro-rata hourly rate for the consultant./ppWhen a HROnboard consultant attends onsite the customer is responsible for providing a safe and appropriate work environment./ph2Invoicing and Payment/h2pUnless otherwise stated in the Order Details Document or CSA, all fees, charges, agreed expenses and other amounts payable under the CSA shall be payable within thirty (30) days of date of invoice./ppThe customer shall reimburse HROnboard for any statutory charges such as taxes or levies, other than income tax, that are imposed on HROnboard pursuant to the CSA./ppInvoices 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./ph2Engagement Warranty/h2pThe customer has 30 days, unless otherwise agreed, from the date of handover to test any product or service created by HROnboard during an engagement./ppIf a defect is found and reported back to HROnboard within this period HROnboard will rectify the defect at their cost./ppIf no feedback is received from the customer within this period HROnboard will assume that the customer has accepted the product or service./ppOnce a period of 30 days has passed any rework will be billed on a consulting block basis./ph2Limitation of Liability/h2pIn no event shall HROnboard 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./ppHROnboards liability for damages hereunder shall in no event exceed the amount of fees paid by the customer under the CSA./ppWhere legislation does not permit HROnboards 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 mdash; the maximum extent permitted by law/ph2Copyright and IP/h2pHROnboard respects and acknowledges the copyright and all other intellectual property rights relating to software./ppHROnboard will perform consulting services in strict accordance with the applicable laws relating to copyright and other intellectual property rights./ppHROnboard 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./ph2Ownership of Developments/h2pAny 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 HROnboard./ppHROnboard provides the customer with a perpetual, irrevocable, royalty free, transferable, non-exclusive license of any intellectual property developed by/ppHROnboard and supplied to the customer during the engagement./ppThe customer will not acquire any rights to development work performed./ppUnless specifically detailed in the Services Schedule, ongoing maintenance of any such development or modification is not covered by this agreement./ph2Confidentiality/h2pThe parties may have access to information that is confidential to one another, Confidential Information.br /Confidential information shall be limited to HROnboards software programs and documentation, developments, and all information clearly marked as confidential or information, which is confidential by operation of law./ppEach party shall use the others 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 others parties written consent./ppEach 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./ppEach party shall use reasonable measures to safeguard the confidential information of the other.br /Notwithstanding the foregoing, neither party to the CSA bears responsibility for safeguarding information that is:br /publicly available not as a result or any breach of confidentiality by the receiving party;/pullilawfully obtained from third parties not under confidentiality restrictions;/liliproven to be in the possession of the receiving party at the time of disclosure; or/liliupon notice to the disclosing party by the receiving party, required to be disclosed by order of a court or other governmental entity./li/ulpIf 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.br /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./ph2General/h2pThe CSA constitutes the complete agreement between the parties and supersedes all previous agreements or representations, written or oral, with respect to the services (scope of work) and developments./ppThe customer agrees not to employ any contractor, employee or former employee of HROnboard who performed any services under the CSA within a period of twelve (12) months or less of the provision of those services./ppIn the event of breach of this condition, customer will pay to HROnboard as liquidated damages and not as a penalty, an amount equal to 30% of the annual base salary for the relevant employee.