Terms of Engagement

These Terms of Engagement govern all advisory and consulting services provided by Navira. By engaging Navira's services, the client accepts these terms in full. A separate Engagement Letter or Statement of Work may specify additional terms applicable to a particular engagement; in the event of any conflict, the Engagement Letter prevails.

1. Service Provider

Kimberley Vanderheyden
Trading as Navira · houseofnavira.com
info@houseofnavira.com

Navira operates as an independent advisory practice. All services are delivered personally by Kimberley Vanderheyden unless otherwise agreed in writing.

2. Scope of Services

Navira provides strategic advisory, structural diagnostic, and organisational design services as defined in the applicable Engagement Letter or agreed scope of work. Services are advisory in nature. Navira does not provide legal, financial, or tax advice, and its outputs do not constitute such advice.

Navira reserves the right to decline or discontinue an engagement at its discretion, including where continued engagement would conflict with professional standards or ethical obligations.

3. Engagement Process

An engagement commences upon written confirmation by both parties (including by email). Navira does not enter into ongoing retainers before an initial diagnostic phase has been completed and both parties have agreed to proceed on that basis.

The client is responsible for providing accurate, complete, and timely information necessary for the delivery of the agreed services. Navira's outputs are dependent on the quality and completeness of information received.

4. Fees and Payment

All fees are fixed and agreed in advance, as set out in the Engagement Letter or proposal. Navira does not charge on an hourly basis unless explicitly agreed otherwise.

Invoices are payable within fourteen (14) days of the invoice date, unless otherwise agreed in writing. Late payments may be subject to a monthly interest charge of 1.5% on the outstanding amount.

All fees are exclusive of applicable taxes. The client is responsible for any taxes, duties, or levies applicable in their jurisdiction. Navira will issue invoices in the currency agreed at engagement commencement.

Fees paid for completed phases of work are non-refundable. Where work has not yet commenced on a phase, Navira will assess refundability on a case-by-case basis.

5. Confidentiality

Navira treats all information shared by the client as strictly confidential. This includes business data, financial information, personnel matters, and any other information designated as confidential or reasonably understood to be so.

Navira will not disclose client information to third parties without prior written consent, except where required by law or by a competent regulatory authority.

The client agrees to treat any methodologies, frameworks, written reports, and materials delivered by Navira as confidential and proprietary to Navira, and not to share or distribute these to third parties without prior written consent.

6. Intellectual Property

All methodologies, frameworks, tools, and pre-existing materials used by Navira in delivering its services remain the intellectual property of Navira.

Deliverables produced specifically for the client (including written reports and structural maps) are provided for the client's internal use only. The client may not reproduce, sell, or distribute these materials externally without prior written agreement.

Navira retains the right to reference the fact of an engagement (without disclosing confidential details) for portfolio or business development purposes, unless the client requests anonymity in writing.

7. Liability

Navira's services are advisory. The client retains full responsibility for all business decisions made, including those informed by Navira's advice or deliverables. Navira is not liable for the outcome of decisions taken by the client on the basis of its advice.

To the fullest extent permitted by applicable law, Navira's total liability in connection with any engagement shall not exceed the total fees paid by the client for that engagement.

Navira is not liable for indirect, consequential, or incidental losses including but not limited to loss of revenue, loss of profits, or loss of business opportunity.

8. Termination

Either party may terminate an engagement by providing fourteen (14) days' written notice. In the event of termination, the client is liable for fees corresponding to work completed or in progress up to the termination date.

Navira may terminate an engagement immediately and without notice in the event of material breach by the client, including non-payment of invoices, provision of materially misleading information, or conduct that is contrary to professional standards.

9. Independent Contractor

Navira operates as an independent contractor. Nothing in these terms or in any engagement creates an employment relationship, partnership, joint venture, or agency between Navira and the client.

10. Dispute Resolution

The parties will attempt to resolve any dispute arising from these terms or any engagement through good-faith negotiation in the first instance. Where resolution cannot be reached, disputes may be referred to mediation before any formal legal proceedings are initiated.

These terms are governed by the laws applicable to the jurisdiction in which the service provider is registered at the time of the engagement. Navira will notify clients of any change in registration jurisdiction that may affect governing law.

11. Amendments

Navira may update these Terms of Engagement from time to time. The version in effect at the commencement of an engagement governs that engagement. The current version is always published at houseofnavira.com/terms.html.

Questions regarding these terms: info@houseofnavira.com