Additional solutions – how we proceed

This article aims to describe our procedures to our clients in clear and understandable language, it is also our General Terms and Conditions and it is an internal document used to train our staff on the service we provide to our clients.

We are Navigo Solutions s.r.o., please see the final section Detailed definition of terms in these Terms 2 for detailed information about us and the precise definition of certain terms used in these Terms.

What is addressed by these Conditions 2?

Throughout this document, we summarise our terms and conditions, which set out what is required to set up and operate the Supplementary Solution for you. In other words, these Conditions 2 govern the procedures, respectively. the mutual rights and obligations arising in connection with the conclusion of the Navigo3 Supplementary Solutions Agreement between Navigo Solutions and You as the applicant for these services.

If you are ordering one of our Additional Solutions, you must already have contracted to use our Navigo3 system, which is governed by Terms and Conditions 1. This is a condition for ordering the Supplementary Solution. The additional solutions (Interconnection of company systems with Navigo, One-time data transfer, Customer configuration) are not part of the Navigo3 system, they are your customized software.

What is paid?

You are responsible for all costs associated with the Supplemental Solution. Set-up, operation, maintenance, support, etc., including repair of any errors discovered after the warranty period, are covered.

Our support staff will try to remind you in communication that your query is about the Supplementary Solution and you are paying for the service in full. However, if they don’t, it may be because they are trying to solve your problem in the first place, but this does not relieve you of your obligation to pay what is described below.

Because Complementary Solutions can involve technically and organisationally demanding steps, depending on the type and method of implementation, we have set processes that we follow.

What additional solutions do we offer?

We currently offer the following additional solutions:

One-time transfer of data from your company systems to Navigo (hereinafter referred to as “migration“), described in more detail in Annex no. 1 of these Terms and Conditions 2;

Long Term Interconnection of Company Systems with Navigo (the “Integration“), as further described in Exhibit 2 of these Terms and Conditions 2;

Customer configuration in the form of e.g. work for the use of APIs, reports, document templates, editing of printouts, custom fields (hereinafter referred to as “Customer Configuration“), as described in more detail in Annex 3 of these Terms and Conditions 2.

How do I order a Supplementary Solution?

Just contact us to make an appointment, please contact our consultant or support. The oral agreement, acceptance of the offer shall be deemed to be the Supplemental Solutions Agreement and the mutual rights and obligations not covered herein shall be governed by these Terms and Conditions 2.

Who creates and guarantees the additional tailor-made solutions?

Additional solutions do not always have to be created directly by us, but by partners in the mode of subcontractors with whom we have signed a Non-Disclosure Agreement (NDA). Navigo Solutions guarantees and guarantees the whole process. So you don’t have to worry about being left without help in case of any problems.

What is the price for Supplementary Solutions?

We separate separately the price for a) Analysis, price for b) Programming and launching the Supplementary Solution, the price for (c) Operation and maintenance, for d) All communication, support assistance and troubleshooting on an ongoing basis. The price of the Analysis and Programming and Launch is determined by the complexity and scope of the whole process. Unforeseen circumstances may increase the price.

If you fundamentally change the assignment in the course of the work, you can expect to pay for the work we have done on the basis of a previous agreement. The same applies if there are time delays in communication and delivery of the necessary information and documents from your side. At the same time, you can count on us to do our best to help you in the Analysis phase, so that you understand everything, define the assignment as well as possible and avoid changes.

For all Supplemental Solutions, maintenance, support, and bug fixes are billed at an hourly rate based on work performed, with each hour billed. In the case of system interconnection (integration), not only the creation but also the operation and maintenance are paid for. In specific cases, the price is set differently, for example for a transferred document.

How is payment made?

Payment can be made in two modes, we will agree in advance which one is suitable for you:

Hourly rate (Time and Material) – you pay for the number of hours reported. The number of hours worked will be reported to you at an agreed interval (ideally weekly) for approval. At the same time, we will keep you informed about the status of the process and agree on the next steps.

Fixed price – we estimate the time requirement in advance and within the agreed price we do the work on the Additional Solution regardless of whether it takes us more or less time than the estimate. The price will only change if you change your requirements or if circumstances arise that we could not foresee (there are errors in your data, your business processes are more complex than we were presented with, etc.).

For large implementations of Supplementary Solutions we will invoice on an ongoing basis according to the agreed work, for small ones we will invoice on a one-off basis at the end.

The current price list is always available on the website www.navigo3.com, the prices are without VAT.

How do we proceed?

Step 1 – Basic Consultation

a) During the discussion about the implementation of Navigo, we will talk with you about whether and how to move your existing data to it, what company systems you use and whether you want to connect them with Navigo, or what other Customer configurations you require. We will give you clear information on whether or not using one of the Additional Solutions is worthwhile for you. Similarly, if you consider the Additional Solution later, during the operation of Navigo.

Based on this consultation, you will decide whether we should carry out a detailed analysis. To do this, we will set a framework price and a deadline for implementation.

Step 2 – Analysis

a) Quality analysis is extremely important. Just as important as the plans for the construction of the building. Without them, a number of mistakes are made that will require costly solutions. That is why we place special emphasis on careful analysis.

b) Depending on the state and quantity of your data or systems, the analysis can be of varying size and cost. With analytics, you will know the state of your data and the technical capabilities of your company’s systems. You can use these results even if you decide to outsource the creation of the Supplementary Solution to a third party.

c) During the analysis we will need your cooperation, we will clarify and supplement the information. It is very important that your IT department or a third party also provides detailed and accurate information. Any inaccuracy or insufficient information may result in additional financial costs for you.

d) Attention – the analysis always describes the current state of your data. If you have it processed and postpone the implementation until later, it may happen that partial changes will occur, for example, you will modify processes in the company, your systems will change API, there will be legislative changes, etc. All of this may require new refinements in the analysis.

e) The entire solution proposal is summarized in the Analysis document. This will include a description of how the resulting Complementary Solution is to work and how time consuming it will be. It will include a timetable for programming and launching the Supplementary Solution, as well as a preliminary price. The Analysis includes two rounds of comments, so check very carefully and concentrate your comments into one package. This will prevent unnecessary cost increases for multiple adjustments. We will jointly agree and sign the Analysis document.

f) At this stage, you will pay for the work on the Analysis, subject to its approval or as agreed.

g) If the result of the Analysis is satisfactory to you, you can order the programming of the Supplementary Solution. The delivery date is also part of the offer.

Step 3 – Programming and Start-up

a) Now we proceed to the programming of the ordered Supplementary Solution, where we follow the approved Analysis document. Despite the utmost care we take in each analysis, additional questions may arise at this stage.

b) We continuously test the functionality of the solution ourselves. Once it meets the requirements, we will ask you to check and test a copy of your data. Again, it is important to concentrate the comments into one package; the cost of programming and launching includes two rounds of testing; with multiple comments and testing, you will pay for each additional round, increasing the cost of your Supplemental Solution.

c) If you confirm functionality, we will transfer the Add-on Solution to the Navigo you use in your company and you can start using it. This also provides a final check for correct operation. We will confirm the handover and if you are interested we will give you the source codes.

Step 4 – Operation, maintenance, support and bug fixes

The created Complementary Solutions must be kept up-to-date and functional. The need for maintenance stems from the fact that the IT world is changing rapidly, and software that loses its functionality needs to adapt. This means that the created Supplementary Solution must also be modified when various changes are made. For example, the accounting program from which we download invoices will change their format. The bank will change the way payment information is downloaded. You will need to upgrade to a new version of Windows. Or the integration functions in Navigo will change. These situations cannot be avoided. If you have a Supplementary Solution with us, we assume that you want to keep it running, so we deal with matters of an urgent nature immediately and you expect to pay for them according to our price list.

Subject matter of the contract – What are we negotiating in detail?

What will we need from you?

To facilitate communication and decision-making, we require the Customer to designate a “liaison officer” with sufficient authority. Ideally, this is an operations director or project manager who has the competence to, for example, obtain information from the IT department or a third party.

Especially early in the process, we will have a number of questions about the desired outcome, your company’s processes, data, other systems and data access. The better and more accurate the information you provide, the smoother the implementation will be. As the set-up of Supplementary Solutions always depends on in-house systems, we stress that you are responsible for the work of your IT department or third party. If your IT department or a third party is not sufficiently cooperative or does not address the issue at the appropriate professional level, we must charge for the time lost and any remediation work they do. There are some issues that we are not in a position to deal with because they are your internal matters to which we do not have full access and sufficient depth of knowledge of how things work in your company. We will always provide maximum cooperation, but their solution remains on your side.

Throughout the process we will have review meetings to discuss the current status, problems or things that are pending.

How will we meet?

In communication with you we clearly prefer online meetings. We are trying to save nature and to use your time and our finances in a responsible and economical way. We have proven that online meetings are highly effective and fully replace face-to-face meetings. If you still insist on personal meetings, we will be happy to accommodate you, but you must take into account the cost of the travel of our specialist, including the time spent on the road.

How long will it take to create the Supplementary Solution?

This time depends on the scope of work on the Supplementary Solution. For small and simple solutions, the entire operation can take a few days, for larger ones two months, and for very large ones usually up to six months. However, this time is not just meant as time for our work, but includes all factors – for example, your time to prepare the documents or time to check the created Supplementary Solution.

The more proactively and promptly you cooperate, the faster the chosen solution will be ready for use. If we are to meet our promised deadlines, we expect to meet yours. If you take your time, our deadlines will shift accordingly.

What to do if the Supplementary Solution does not work?

The contact details and exact procedure are set out in Appendix 1 of Terms and Conditions 1.

How are complaints handled?

You must describe the error you wish to claim in detail in a message sent to the support contact email, including the date on which the error occurred and when you discovered it. The Analysis document is used to determine what is an error (defect) in the delivered Supplemental Solution and what is a new requirement. If the Supplemental Solution does not work as described in this document, it is Our fault and We will fix it free of charge as part of a claim within the first six months after delivery of the Supplemental Solution. We will charge for corrections of errors discovered or reported later.

The following are examples of situations that are not covered by the claim and that will be subject to reimbursement:
● You have a new requirement that is not listed in the Analysis document.
● A fault occurs that you did not detect during the warranty period.
● A supplemental solution is not working properly because we were not informed of important facts that affect the operation.

Treaty termination options Follow-up procedure

We may terminate the Supplemental Solution Agreement by mutual written agreement. We will agree on how to deal with the already created part of the Supplementary Solution and how you will pay for the work already done.

Situations may arise where you do not communicate with us on a long-term basis, provide the necessary information and cooperation required for us to program and launch the Supplemental Solution ordered by you or to properly maintain it in operation. Alternatively, you may not pay us for what we have done for you and not make it right even if we point it out to you. In such cases, we have the right to terminate the Supplemental Solution Agreement. This will be done by notifying you in writing and requiring you to reimburse us for the work we have done so far and the cost of the part of the Supplementary Solution already created or for its operation, maintenance, support, etc.

In the event of an intervention of the so-called. “force majeure”, we may suspend or terminate the programming or operation and maintenance of the Supplemental Solution. Even if the situation is not your fault, you will still need to reimburse us for the work done to date and the costs associated with your Supplemental Solution.

We may decide to discontinue support for the Supplemental Solution for organizational or technical reasons. In this case, we will try to ensure continuity so that you can continue to use them. For example. We will give you the source code, documentation, executables, etc. so that you can operate the Supplemental Solution yourself or with the help of a third party.

If the Agreement for the use of the Navigo3 system is terminated, the Agreement for the set-up and use of the Additional Solutions will automatically terminate.

For information on Data Protection, please refer to Appendix No.
2 of the Terms and Conditions 1.

The Contract and the legal relations arising therefrom, as well as these Terms and Conditions 2, shall be governed by and construed in accordance with the laws of the Czech Republic. If the Contract and these Terms and Conditions 2 do not regulate certain matters, your and our rights and obligations shall be governed by Act No. 89/2012 Coll., the Civil Code, as amended. The provisions of the Contract shall prevail over these Terms and Conditions 2. We will endeavour to resolve any disputed matters by negotiation between the parties and by mutual compromise. Should we fail to reach an out-of-court settlement, the courts in the Czech Republic shall have jurisdiction to resolve disputes. We reserve the right to unilaterally change these Terms and Conditions 2 and individual Annexes to these Terms and Conditions 2, but we are obliged to inform you of the change. Until we notify you of the change, we shall be bound by the existing Terms and Conditions 2 and their Annexes. If any provision of these Conditions 2 is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of the Agreement or Conditions 2 will not be affected in any way. Any notices given by you or us under the Agreement or Terms 2 will preferably be given by electronic means, in particular by email.

For simplicity, we refer to us in this document as “Navigo Solutions” or use the term “we” or refer to ourselves in the preposition
1st person plural (for example: we offer, we require…). Our details are as follows: ID 05363306, VAT CZ05363306, registered office Charvatská 2, 612 00 Brno, Czech Republic, entry in the Commercial Register at the Regional Court in Brno, Section C, Insert 94914. You and your company are referred to as “Customer” or “you”, or we refer to you in the subject line
2nd person plural (for example: you order, you deliver…). We also call the Navigo3 system “Navigo3” or just “Navigo”. And this document, which is officially called “Terms and Conditions for the Establishment and Use of Navigo3 Complementary Solutions”, is abbreviated as “Terms and Conditions 2”. We call all programming work and related consultations that we do for you in connection with the use of the Navigo3 system, but which are beyond its operation, an additional solution.
What is included in the actual operation of Navigo3 is described in the “Terms and Conditions for the use of Navigo3”, which we call “Terms and Conditions 1” for short.
We refer to its Annexes as “Annex No.
1 of Conditions 1” and “Annex no.
2 of Conditions 1”.
The following Annexes are also part of these Conditions 2: ANNEX NO.
1 – One-off data transfer, hereafter referred to as “Annex No.
1 of Conditions 2”. ANNEX NO. 2 – System interconnection – integration, hereafter referred to as “Annex No.
2 of Conditions 2”. ANNEX NO. 3 – Navigo Customer Configuration, in the following document we will call it “Annex No.
3 of Conditions 2”.