Terms and Conditions for Vitr Pathways Pty Ltd

Section 1: General Sales Terms and Conditions

1.1. Agreement: By engaging Vitr, you agree to the terms and conditions outlined in this document.

1.2. Quotations: All quotations provided are valid for 30 days unless otherwise specified.

1.3. Payment Terms: Payment is due within 30 days of the invoice date. Late payments may incur interest at the rate of 5% per month.

1.4. Confidentiality: Both parties agree to keep all information, documentation, pricing, and proprietary data exchanged confidential, unless consent has been gained in writing.

1.5. Intellectual Property: All intellectual property developed during the course of the engagement remains the property of Vitr unless otherwise agreed in writing.

1.6. Limitation of Liability: Vitr’s liability for any claim arising out of this agreement will not exceed the total amount paid by the client for the services rendered. Vitr  is not liable for any indirect, incidental, or consequential damages, including but not limited to loss of profits, business interruption, or loss of data.

1.7. Termination: Unless otherwise specified, either party may terminate the agreement with 60 days written notice. In the event of termination, the client will pay for all services rendered up to the termination date.

1.8. Governing Law: This agreement shall be governed by and construed in accordance with the laws of Australia.

Section 2: Coaching and Mentoring Services

2.1. Services Provided: Vitr Pathways (“Provider”) offers coaching and mentoring services designed to support personal and professional development. These services may include, but are not limited to, one-on-one coaching sessions, mentoring relationships, and developmental workshops, all of which are tailored to the specific needs and goals of the Client.

2.2. Nature of Coaching and Mentoring: Coaching is a collaborative process aimed at equipping individuals with the skills, knowledge, and tools necessary to achieve specific goals and improve performance. Mentoring, on the other hand, involves a longer-term relationship focused on broader career growth and personal development, where the Mentor shares experiences, insights, and guidance to facilitate the Client’s progress.

2.3. Roles and Responsibilities:

• Client Responsibilities: The Client is expected to actively participate in the coaching or mentoring process, which includes attending all scheduled sessions on time, completing any interim activities, and engaging fully with the process.
• Provider Responsibilities: The Provider will facilitate the Client’s development by providing relevant tools, honest feedback, and a supportive yet challenging environment to promote growth.
• Sponsor Responsibilities: If applicable, the Sponsor is responsible for providing ongoing support and ensuring the Client is able to fully engage with the coaching or mentoring process.

2.4. Confidentiality and Privacy: All information shared during coaching or mentoring sessions will be treated with the utmost confidentiality. The Provider will maintain secure records of sessions, and any disclosure of information will only occur with the express permission of the Client, unless required by law.

2.5. Ethical Standards: The Provider adheres to the Vitr Code of Ethics, which ensures that all coaching and mentoring services are delivered with integrity, respect, and professionalism. The Provider is committed to maintaining the highest ethical standards in all interactions.

2.6. Service Agreement: Before commencing coaching or mentoring services, a formal service agreement will be established between the Provider, Client, and, if applicable, the Sponsor. This agreement will outline the specific goals, number of sessions, and expected outcomes of the coaching or mentoring arrangement.

2.7. Cancellation Policy: Clients are required to provide at least 48 hours’ notice if they need to cancel or reschedule a session. Failure to do so may result in the session being charged at the full rate.

2.8. Termination of Services: Either party may terminate the coaching or mentoring relationship at any time, subject to the provisions outlined in the service agreement. The Client has the right to discontinue services if they feel the process is not meeting their needs, with no penalties.

Section 3: Software Implementations (Including Odoo ERP)

3.1. Quoted Price: Any quoted price is based on current work requirements prior to the detailed business requirements workshop. Additional costs may be charged to the client if the scope changes, timelines increase, additional modifications or customizations are required, or any other unforeseen circumstance. These additional charges will be billed at our standard hourly rate.

3.2. Process Consultancy: If the client has purchased a process map consultancy, this is quoted on an 18-week process. Where this period is exceeded, additional weeks will incur a weekly charge, charged at the standard weekly rate. This weekly charge is subject to change without notice.

3.3. Working Hours: Standard rates apply to working hours from 8 am to 6 pm, Monday to Friday. Time outside these hours will attract a 150% loading and/or an availability fee.

3.4. Additional Services: Any additional services required will be discussed and scheduled accordingly.

3.5. User Licenses: User Licenses are charged directly by the software vendor (e.g., Odoo). Where there is a variance between our estimate and the official charges supplied by the Vendor, the Vendor’s pricing will always take precedence. Our price indications are estimates only.

3.6. Integration: Unless otherwise specified, integration with other software or hardware systems is not included and will be quoted separately after a technical feasibility assessment.

3.7. File Formats and Templates: Unless specified, our proposals consider standard file formats and templates with company logo and address. Changes to these templates require a separate quote.

3.8. Odoo Hosting: Unless otherwise specified, projects will be hosted on Odoo.sh for a hassle-free deployment experience, tailored to fit specific needs.

3.9. System Requirements: Optimal performance is recommended using Google Chrome with Windows 11.

3.10. Project Champion: The customer must assign an internal project implementation manager who will be the main point of contact during the implementation.

Section 4: Warranty and Support

4.1. Warranty: Vitr provides a 90-day warranty on all software implementations, starting from the date of project completion. This warranty covers defects in the implementation but does not cover user errors, changes to the system by unauthorized personnel, or issues arising from external factors beyond our control.

4.2. Support Services: Post-implementation support services are available on a contractual basis. Support packages are detailed below.

4.3. Response Time: Vitr will use its best efforts to respond to support requests within 24 hours during standard working hours.

Section 5: Support Services – Including Odoo ERP Support Packs

5.1. Training: Online training will be deducted from the selected support plan. Onsite training includes the duration of training, travel, and expenses.

5.2. Support Requests: Queries via telephone, email, WhatsApp, or other communication modes are considered support requests and deducted from the support plan.

5.3. Troubleshooting: Glitches not caused by Odoo or Vitr staff will be deducted from the support plan.

5.4. System Configurations: Client-requested configurations will be deducted from the support plan.

5.5. Change Requests (CRs): CRs can be accommodated within 2 hours. Additional time will be billed separately.

5.6. Expenses: Freight, insurance, and travel expenses are billed at cost. Interstate travel includes time from the airport to the site and return.

5.7. Cancellations: Work can be cancelled or rescheduled up to 48 hours before scheduled commencement without charge. Travel costs that cannot be rescheduled will be billed. Cancellations within 48 hours may incur a 10% rescheduling fee.

5.8. Go-Live Schedule: Implementation go-live will be scheduled only after successful UAT sign-off.

5.9. Acceptance: To accept the quotation and proceed, complete and email the details or send a signed Purchase Order.

5.10. Time and Materials Basis: Vitr services are offered on a “time and materials” basis as per the Vitr Standard Terms and Conditions.

Section 6: Web Design and Services

6.1. Service Delivery: Vitr will make reasonable efforts to deliver web services in accordance with the project timeline. However, Vitr is not responsible for delays caused by factors outside its control, including client delays, third-party service failures, or unforeseen technical issues.

6.2. Content: The client is responsible for providing all content, including text, images, and other media, for use in the web services. Vitr is not liable for any issues arising from content provided by the client.

6.3. Hosting and Maintenance: Unless otherwise specified, hosting and maintenance services are provided under separate agreements. Vitr is not liable for any downtime, data loss, or other issues related to hosting services provided by third parties.

6.4. Security: While Vitr will implement standard security measures to protect the client’s website, Vitr cannot guarantee absolute security and is not liable for any security breaches or data loss.

6.5. Third-Party Services: Vitr may use third-party services to deliver certain functionalities. Vitr is not responsible for any issues arising from the use of these services.

6.6. Limitation of Liability: Vitr’s liability for any claim related to web services will not exceed the total amount paid by the client for the services rendered. Vitr is not liable for any indirect, incidental, or consequential damages.

6.7. Scope: Unless otherwise specified, standard services are quoted for 6 pages, using WordPress with the Elementor Plugin.

6.8. Design Brief: The client will provide an initial design brief via Google Meet. This design brief will be recorded and used as the basis for the design work. Any variation outside of this design brief must be approved in writing by Vitr .

6.9. Revisions: One major revision and multiple smaller revisions are included. Revisions outside this scope are subject to additional charges.

6.10. Final Approval: Final design brief must be signed off by the client. No further design or support will be provided following sign-off unless otherwise specified, or the client purchases a support package.

Section 7: Client Responsibilities

7.1. Data Provision: The client is responsible for providing accurate and complete data required for the implementation. Vitr is not liable for delays or issues arising from incorrect or incomplete data provided by the client.

7.2. System Access: The client must provide Vitr with the necessary access to systems and environments to perform the required services.

7.3. Training: The client is responsible for ensuring that their staff are available for dedicated training sessions and/or are adequately trained to use the new system. Additional training services can be provided by Vitr at an additional cost.

Section 8: Dispute Resolution

8.1. Negotiation: In the event of a dispute, both parties agree to first attempt to resolve the issue through good faith negotiations.

8.2. Mediation: If the dispute cannot be resolved through negotiation, either party may request mediation by a neutral third party.

8.3. Arbitration: If mediation fails, the dispute will be referred to arbitration in accordance with the laws of Australia. The decision of the arbitrator will be final and binding on both parties.

Section 9: Miscellaneous

9.1. Force Majeure: Vitr will not be liable for any delays or failures in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, natural disasters, or pandemics.

9.2. Compliance: Vitr will comply with all applicable data protection and privacy laws, including the Australian Privacy Principles (APPs).

9.3. Client Data: The client is responsible for obtaining all necessary consents and authorisations to provide data to Vitr for processing.

9.4. Right to Subcontract: Vitr may subcontract any part of the services, provided that Vitr remains responsible for the performance of its subcontractors.

9.5. Employees and Contractors: The client agrees not to solicit or hire Vitr’s employees or contractors during the term of the agreement and for two years following the agreement.

9.6. Client Indemnity: The client agrees to indemnify and hold Vitr harmless from any claims, damages, or liabilities arising from the client’s use of the services, except to the extent caused by Vitr’s gross negligence or willful misconduct.

9.7. Entire Agreement: These terms and conditions constitute the entire agreement between the parties and supersede any prior agreements or understandings, whether written or oral.

9.8. Amendments: Any amendments to this agreement must be made in writing and signed by both parties.

By engaging Vitr for ERP consultancy services, you acknowledge that you have read, understood, and agree to these terms and conditions.