Last Updated 9th Sept 2015

HROnboard Consulting Terms

HROnboard Pty Ltd ACN 156 667 364 ("HROnboard") is the supplier of Service as defined below.

HROnboard's Consulting Terms outlines how HROnboard engages with its customers from a consulting perspective.

Customers who engage HROnboard agree to abide by these terms.

Consulting Services Agreement

All consulting engagements require a Consulting Service Agreement (CSA) or proposal which specifies the services (scope of works) ordered by the customer.

A CSA must be signed or accepted by reply email prior to an engagement commencing.

Types of Consulting Engagements

HROnboard will provide consulting engagements as either:

  • Fixed Price, or
  • Time and Materials

Fixed Price

Is assigned to an engagement that is either well defined or has a known outcome.

Sees 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.

Is invoiced as specified in the Order Details Document or CSA

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 HROnboard 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, HROnboard 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 HROnboard’s understanding of the engagement.

Is invoiced as specified in the Order Details Document or CSA

Excludes expenses related to travel.

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.

HROnboard reserves the right to reschedule or cancel an engagement.

Work Locations

HROnboard can provide consulting engagements either:

  • Onsite
  • Remote, or
  • A combination of Onsite and Remote

Onsite

Consulting is undertaken on the customers 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 HROnboard'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

HROnboard will provide the customer with an estimate if the engagement is likely to incur travel or accommodation expenses.

The customer shall reimburse HROnboard for all travel and accommodation expenses related to the nominated engagement.

HROnboard Consultants may deal with other HROnboard business while interstate or overseas.

Depending on the customer's location and engagement type HROnboard 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 HROnboard'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

HROnboard Consultants fly Qantas airways where possible.

HROnboard will book economy airfares except in the case where flight times exceed 6 hours one way.

HROnboard will book the most economical flights where possible.

For certain engagements HROnboard may choose to book a flexible return flight.

Customers may book flights and accommodation on behalf of a HROnboard consultant if preferred.

Work Hours and Environment

A professional day is a normal business day, Monday to Friday during which HROnboard 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 HROnboard consultant attends onsite the customer is responsible for providing a safe and appropriate work environment.

Invoicing and Payment

Unless 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.

The 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.

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.

Engagement Warranty

The customer has 30 days, unless otherwise agreed, from the date of handover to test any product or service created by HROnboard during an engagement.

If a defect is found and reported back to HROnboard within this period HROnboard will rectify the defect at their cost.

If no feedback is received from the customer within this period HROnboard 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.

Limitation of Liability

In 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.

HROnboard'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 HROnboard'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

HROnboard respects and acknowledges the copyright and all other intellectual property rights relating to software.

HROnboard will perform consulting services in strict accordance with the applicable laws relating to copyright and other intellectual property rights.

HROnboard 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 HROnboard.

HROnboard provides the customer with a perpetual, irrevocable, royalty free, transferable, non-exclusive license of any intellectual property developed by

HROnboard 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".
Confidential information shall be limited to HROnboard'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:
publicly available not as a result or any breach of confidentiality by the receiving party;

  • lawfully obtained from third parties not under confidentiality restrictions;
  • proven to be in the possession of the receiving party at the time of disclosure; or
  • 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 (scope of work) and developments.

The 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.

In 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.