This Schedule forms part of the Master Client Terms, and the priority rule in the Master Client Terms applies. Words defined in clause 1 of the Master Client Terms have the same meaning here.
When this Schedule applies. This Schedule applies where your Service Agreement includes Implementation, including the Initial Rebuild in a Method Licence Agreement, a Site Addition, and The Rebuild bought on its own. Implementation is on the Method Line. It is separate from the Licence under Schedule E and from the Enablement Services under Schedule H, and it is priced separately.
Where Schedule B also applies. Where Schedule B applies to the same Engagement, as it may for The Rebuild bought on its own, Schedule B governs scope, the Register, changes, cancellation, ending and unresponsiveness, and clause 8 of this Schedule does not apply. This Schedule governs the phases, sign-off and defects, and clauses 7 and 8 of Schedule B do not apply to Implementation.
1.1 Implementation is the work of getting the Method operating as your standard. It is a project with a start, a scope and an end.
1.2 There are two kinds:
(a) Organisation Implementation: the first installation, which establishes the standard for the whole organisation; and
(b) Site Implementation: bringing a new or additional Site onto the established standard.
2.1 Unless your Service Agreement states otherwise, Organisation Implementation runs in six phases:
| Phase | What happens | Output |
|---|---|---|
| 1. Baseline | Your reporting is agreed and signed off, where Schedule F applies | Baseline Sign-Off under Schedule F |
| 2. Observe | Your current process is watched and mapped before anything is taught | Written current-state map |
| 3. Design | The standard is written to your business, your products and your price card | Your Client Playbook |
| 4. Install | The Method is taught to consultants and managers, on your floor, on live activity | Team trained, run sheets in use |
| 5. Hand over | Managers are trained to hold the standard and, where the Facilitator model is selected, Facilitators are accredited under Schedule I | Manager run-sheets and, where selected, accredited Facilitators |
| 6. Sign-off | Implementation is confirmed complete | Implementation Sign-Off |
2.2 Phase 2 comes before Phase 4. We watch before we teach.
2.3 Where Schedule F does not apply, Phase 1 does not apply. Where the Facilitator model is not selected, the Facilitator part of Phase 5 does not apply.
3.1 Your Client Playbook and manager run-sheets from Phases 3 and 5 are licensed under Class 3 of Schedule D. Facilitator materials from Phase 5 are licensed under Class 4. Training materials delivered in Phase 4 are licensed under Class 2. Schedule D governs each class.
4.1 A new Site joins an established standard and does not repeat Phases 2 and 3. Site Implementation covers:
(a) mapping the Site against the established standard;
(b) training the Site's consultants and managers;
(c) where the Facilitator model is selected, accrediting a Facilitator for the Site under Schedule I;
(d) where Schedule F applies, establishing the Site's baseline;
(e) a local validation, being at least one observed session and one review of the Site's first reporting period against the standard, so that the standard is not installed untested into a materially different Site; and
(f) Site Implementation Sign-Off, which is Implementation Sign-Off for that Site.
4.2 The Site Implementation fee is stated in your Service Agreement and is charged once per Site.
4.3 We complete the steps in clause 4.1(a) to (d) within 30 days of your written notice that a Site is opening, and the local validation in clause 4.1(e) within 30 days after the Site's first reporting period ends.
5.1 For Organisation Implementation, you provide:
5.2 Unless your Service Agreement sets a different time, you provide what we ask for within 5 Business Days of each request. Where we are waiting on something from you, clauses 8.2 and 8.3 of the Master Client Terms apply.
5.3 Where required attendance does not occur, we run the session for whoever attends and record the gap in the Register. A repeat session for people who were absent is an additional delivery day, quoted and approved in writing before it is delivered (Schedule E clause 18.2 where it applies).
6.1 The completion test. Implementation is complete when:
(a) the standard is documented and mapped to your business;
(b) the required people have been trained, or have been offered the scheduled training and the Register records under clause 5.3 that they did not attend;
(c) managers have been trained to hold the standard;
(d) where the Facilitator model is selected, a Facilitator is accredited at each Site; and
(e) where Schedule F applies, the baseline is signed and reporting has started.
6.2 Actual sign-off. Implementation Sign-Off happens when your Authorised Representative signs the Implementation Sign-Off form we provide, confirming the completion test is met.
6.3 Deemed sign-off. Implementation Sign-Off is deemed to happen, without your signature, only where all of the following are met:
(a) we have completed our own required work, and every item in clause 6.1 is met or is listed as an immaterial outstanding item in the sign-off form we sent you;
(b) you have had working access to the completed deliverables and the opportunity to observe the standard operating;
(c) we have sent you the completed sign-off form and at least two written reminders;
(d) 10 Business Days have passed since the last reminder without a response from you;
(e) no material defect or gap you reported in writing remains unfixed;
(f) you have not raised a specific dispute under clause 9.3 of the Master Client Terms (which clause 9.4 of those Terms applies to deemed sign-off); and
(g) the delay was not caused by us.
Deemed sign-off happens on the day after the 10 Business Days in paragraph (d) end, and we confirm it in writing on the day it happens.
6.4 What sign-off starts. On Implementation Sign-Off, actual or deemed:
(a) where your Service Agreement includes a Licence, the per-Site fee under Schedule E begins for each Site covered by the sign-off, from the start of the next billing month, unless your Service Agreement sets a different start date or a free period;
(b) the Enablement Services under Schedule H begin;
(c) the measurement period under Schedule F begins, where Schedule F applies; and
(d) Implementation is recorded as complete in the Register.
6.5 Where sign-off is delayed by something we need from you, clause 8.2 of the Master Client Terms sets when recurring Fees begin.
6.6 Outstanding items do not prevent sign-off where the standard is operating. They stay on the Register until delivered.
7.1 For 30 days after Implementation Sign-Off, we fix at no charge anything delivered that does not match the documented standard, such as run sheets that do not match the playbook, materials with errors, or training that left out a documented element.
7.2 This does not cover new requirements, changes to your products or pricing, or a change of mind about the design agreed in Phase 3.
7.3 If it is unclear whether something is a defect or a new requirement, we treat it as a defect.
7.4 This defect period does not limit your rights under the Australian Consumer Law (Master clause 5.7) or our delivery commitment under clause 12.4 of the Master Client Terms.
8.1 If you cancel. Phases recorded as complete in the Register are earned and are not refunded. Work in progress on an incomplete phase is charged at the proportion actually completed, assessed reasonably and shown to you. The balance is refunded within 14 days. You may dispute the calculation under clause 9.3 of the Master Client Terms.
8.2 If we end it. Where we cannot or do not continue for any reason other than one in clause 8.3 or 8.4, or you end it because of our unremedied material breach or our insolvency under clause 19.2 or 19.3 of the Master Client Terms, we refund the full value of every phase not completed, including work in progress, within 14 days. We also provide the documentation for completed phases so another provider can continue.
8.3 If we end it because of you. Where we end Implementation because of your unremedied material breach, including non-payment, or your insolvency, under clause 19.2 or 19.3 of the Master Client Terms, clause 8.1 applies as if you had cancelled.
8.4 Unresponsive engagements. Where you have not responded for 30 days despite at least two written follow-ups, we may give you a final written notice. If you do not respond within 10 Business Days of that notice, we may close the engagement, and clause 8.1 applies.
8.5 If the Licence ends before sign-off. Where the Licence ends before Implementation Sign-Off, Implementation ends on the same date, and clause 8.1, 8.2 or 8.3 applies according to who caused the ending.
8.6 Your Client Playbook. If Implementation ends before Phase 3 is complete, no Client Playbook has been created and no Class 3 licence arises from it. Where Phase 3 is complete and its Fee has been paid, the Client Playbook is licensed to you under Class 3 whether or not Implementation finished.
9.1 Implementation fees are stated in your Service Agreement, separately from the Licence fee and the Enablement Services fee, and are payable as stated there.
9.2 Phase values. Your Service Agreement states the value of each phase, or an objective formula for calculating it. Where it does neither, a phase's value is its reasonable share of the Implementation fee, based on the relative scope and effort of the phases and our rates when your Service Agreement was made. Clauses 8.1 and 8.2 are calculated against those values. We show you the calculation in writing, and you may dispute it under clause 9.3 of the Master Client Terms.
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