Issued by:
Paul Hunter (ABN 43 727 242 356)​​

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1. Acceptance of Terms

By accessing, installing, subscribing to, purchasing, using, or receiving the Strategy Navigator System or any related services, you agree to be bound by these Strategic Intelligence Suite Access and Advisory Terms ("Agreement"). If you do not agree, you must not access, use, or receive the Strategy Navigator System or related services.

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2. Definitions

In this Agreement:

2.1 Strategy Navigator System means the integrated strategic intelligence capability made available by the licensor and may include, without limitation, the Strategy Navigator core modules, stratāgaia, Governance Rhythm, CFO Strategic Intelligence, Strategy Ledger, stratāpulse, CSOsandbox, related Power BI models, reports, dashboards, templates, semantic models, data structures, workflows, learning assets, documentation, support, updates, integrations, and associated functionality made available under the customer’s subscription, order, or engagement.

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2.2 Strategy Navigator means the core interpretive product within the Strategy Navigator System, including Signals, Foundations, Strategic Direction, and Governance and Regeneration capabilities.

2.3 stratāgaia means a module within the Strategy Navigator System that provides strategic context, knowledge, information, signals, data, and related platform elements supporting strategic interpretation and judgement.

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2.4 Advisory Services means any advisory, consulting, implementation, onboarding, configuration, customisation, facilitation, governance design, capability development, support, or related professional services provided by the licensor in connection with the Strategy Navigator System.

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2.5 Strategic Capability Services means any educational, developmental, or capability-building services or content provided by or on behalf of the licensor, including CSOsandbox programs, masterclasses, Mini MBA or strategy academy programs, books, webinars, discussion forums, simulations, Substack-based content, and related learning or engagement offerings, whether delivered digitally, physically, synchronously, asynchronously, or in blended form.

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2.6 Customer Data means all data, materials, content, information, documents, and inputs provided by or on behalf of the customer to the licensor or through the Strategy Navigator System.

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2.7 Commercial Document means any order form, proposal, statement of work, engagement letter, subscription description, pricing schedule, invoice, or other written document setting out scope, fees, term, deliverables, or service levels applicable to the customer.

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3. Nature of the Strategy Navigator System and Services

The Strategy Navigator System is an integrated strategic intelligence capability designed to help organisations understand change, interpret meaning, support disciplined governance, preserve strategic memory, strengthen organisational alignment, and build enduring strategic capability under uncertainty.

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It brings together interpretive, governance, memory, communication, learning, and capability-building elements into one structured system.

The Strategy Navigator System and any Advisory Services or Strategic Capability Services are provided as structured decision-support, governance-support, educational, and capability-development offerings. They do not prescribe strategy, automate judgement, create binding commitments, or replace executive, managerial, professional, board, or organisational responsibility for decisions and actions.

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4. Access Rights

Subject to your compliance with this Agreement and payment of all applicable fees, the licensor grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Strategy Navigator System for your internal business purposes only. This Agreement grants access and use rights only and does not transfer any ownership or proprietary interest in the Strategy Navigator System or any associated intellectual property.

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5. Permitted Use

You may use the Strategy Navigator System and any related services only:

• for lawful internal business purposes;

• in accordance with this Agreement and any applicable Commercial Document;

• within the scope of your subscribed service level, licence metrics, and authorised users; and

• in a manner consistent with your own governance, compliance, and decision-making responsibilities.

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6. Restrictions

You must not, except to the extent expressly permitted by law:

• copy, reproduce, modify, adapt, translate, or create derivative works of any part of the Strategy Navigator System or related protected materials;

• reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying models, protected logic, methodologies, structures, or proprietary know-how embedded in the Strategy Navigator System;

• sell, resell, lease, licence, distribute, assign, transfer, disclose, or make the Strategy Navigator System or related materials available to any third party without prior written consent;

• use the Strategy Navigator System to provide outsourced services, time-sharing, service bureau, or competing commercial offerings;

• circumvent security, access controls, tenancy controls, usage limits, or technical restrictions;

• use the Strategy Navigator System in any manner that may impair its integrity, security, performance, or availability;

• remove or alter proprietary notices, branding, or legal markings; or

• use outputs from the Strategy Navigator System or related services as a substitute for appropriate internal review, governance, or professional judgement.

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7. Advisory Services and Strategic Capability Services

The licensor may provide Advisory Services and Strategic Capability Services in connection with the Strategy Navigator System. Such services may include implementation support, onboarding, training, workshops, facilitation, governance design, configuration, customisation, capability assessment, masterclasses, executive programs, webinars, learning content, books, simulations, or related support and development activities.

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Unless expressly agreed otherwise in writing:

• Advisory Services and Strategic Capability Services are provided to support the customer’s own strategic, governance, and organisational judgement;

• they do not constitute legal, accounting, tax, audit, investment, employment, or other regulated professional advice;

• they do not transfer decision authority or governance responsibility to the licensor; and

• the customer remains responsible for reviewing, validating, and determining whether and how to act on any outputs, materials, observations, workshop content, facilitation outcomes, or recommendations.

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Any scope, timing, deliverables, dependencies, acceptance criteria, fees, expenses, and resource commitments relating to Advisory Services or Strategic Capability Services must be set out in the applicable Commercial Document. If there is any inconsistency between this Agreement and a signed Commercial Document relating specifically to such services, the signed Commercial Document will prevail to the extent of that inconsistency.

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8. Authority Boundaries and No Reliance

The Strategy Navigator System is intended to support and augment human strategic capability by assisting users to interpret change, consider possible directions, strengthen governance attention, preserve strategic memory, and improve organisational alignment.

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The Strategy Navigator System:

• does not generate or prescribe definitive strategic decisions;

• does not provide deterministic forecasts or guaranteed outcomes;

• does not replace professional judgement, governance processes, or executive accountability; and

• is intended to be used as an augmentation to human strategic capability, not as a substitute for it.

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You acknowledge and agree that:

• the Strategy Navigator System is not relied upon as the sole basis for any strategic, financial, operational, governance, or organisational decision;

• all decisions, commitments, actions, and omissions remain the responsibility of the customer organisation and its authorised decision-makers;

• any outputs, prompts, signals, interpretations, scenarios, assessments, narratives, or related materials generated, presented, or supported by the Strategy Navigator System or related services must be reviewed and assessed in the customer’s own organisational, commercial, and governance context; and

• the licensor does not assume responsibility for decisions made or actions taken by the customer or any third party in reliance on the Strategy Navigator System or related services.

 

Unless expressly stated otherwise in writing, the Strategy Navigator System and any related Advisory Services or Strategic Capability Services do not constitute legal, financial, accounting, tax, investment, or other regulated professional advice.

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9. Customer Responsibilities and Cooperation

You are responsible for:

• providing accurate, lawful, and appropriately authorised information, materials, access, and cooperation required for the Strategy Navigator System and any related services;

• ensuring that your personnel and representatives use the Strategy Navigator System in accordance with this Agreement;

• obtaining all necessary internal approvals, third-party rights, permissions, and consents relevant to your use of the Strategy Navigator System and engagement of related services; and

• maintaining appropriate governance, review, escalation, and decision-making processes in relation to the Strategy Navigator System and any associated outputs.

 

Successful delivery of Advisory Services or Strategic Capability Services depends on timely access to relevant personnel, systems, information, decisions, and cooperation from the customer. To the extent delays, inaccuracies, omissions, lack of access, or insufficient cooperation affect the performance, timing, scope, or outcomes of the services, the licensor will not be responsible for the resulting impact and may revise the timetable, scope, or fees accordingly.

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10. Customer Data

You retain ownership of all Customer Data. You grant the licensor a limited right to host, process, transmit, store, analyse, and use Customer Data solely to provide, maintain, secure, support, improve, configure, and deliver the Strategy Navigator System and any related services, subject to applicable law and the licensor’s privacy obligations.

 

You are responsible for:

• the legality, accuracy, quality, integrity, and right to use Customer Data;

• obtaining all necessary consents, permissions, and notices relating to Customer Data; and

• maintaining appropriate backups, governance controls, and internal review processes.

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11. Confidentiality and Privacy

Each party must keep confidential all non-public information disclosed by the other party in connection with the Strategy Navigator System or related services and must not use or disclose such information except as necessary to perform its rights and obligations under this Agreement or as required by law. Use of personal information, if any, is also governed by the applicable privacy policy published by the licensor.

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12. Subscriptions, Fees, and Payment

Access to the Strategy Navigator System may be offered on a subscription, project, program, retainer, licence, or other commercial basis. Fees may include subscription fees, licence fees, advisory fees, workshop fees, implementation fees, training fees, program fees, retainer fees, usage-based fees, publication or content fees, or other charges set out on the website or in the applicable Commercial Document.

 

Unless otherwise stated in the applicable Commercial Document:

• fees are payable in Australian dollars unless otherwise agreed in writing;

• fees are payable in the timeframe specified in the relevant invoice or Commercial Document;

• subscriptions are non-cancellable during the committed term;

• fees are non-refundable, except where required by law; and

• pricing and service terms may change on renewal with prior notice.

 

The licensor may invoice in accordance with the applicable fee schedule, proposal, order form, statement of work, subscription terms, or other Commercial Document, including milestone, recurring, periodic, time-based, program-based, or project-based billing. If fees are not paid when due, the licensor may suspend or restrict access to the Strategy Navigator System or suspend performance of related services until all outstanding amounts are paid, after giving any notice required by law or contract.

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13. Expenses and Out-of-Pocket Costs

In addition to subscription fees and any fees for related services, the customer must reimburse the licensor for all reasonable pre-approved out-of-pocket expenses incurred in connection with the delivery of Advisory Services, Strategic Capability Services, or other agreed work. Such expenses may include travel, accommodation, meals, venue costs, third-party services, printing and materials, courier charges, and other reasonable project-related disbursements incurred in performing the services.

 

Unless otherwise agreed in writing:

• out-of-pocket expenses will be charged at cost, without markup;

• any significant travel or project-related expenditure will be subject to prior customer approval;

• expenses may be invoiced as incurred or together with the relevant service invoice; and

• reimbursement is payable in accordance with the payment terms applying to the relevant invoice.

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14. Scope Changes

Any change to agreed scope, assumptions, timing, deliverables, dependencies, program structure, customer requirements, or resourcing may require adjustment to fees, timing, personnel, or the nature of the services. Where circumstances beyond the licensor’s reasonable control, or changes requested or caused by the customer, materially affect the agreed work, the parties will discuss and agree any required variation in good faith before proceeding with the changed work where practicable.

 

15. Availability, Changes, and Support

The licensor may update, modify, enhance, suspend, or discontinue any part of the Strategy Navigator System from time to time, including features, modules, content, documentation, integrations, reports, templates, learning materials, or supporting functionality. While reasonable efforts may be made to maintain availability and reliability, uninterrupted or error-free operation is not guaranteed.

 

The licensor may also revise methodologies, delivery formats, learning programs, or supporting content as part of ongoing service development, product improvement, or commercial evolution.

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16. Estimates and Forward-Looking Statements

Any work plans, estimates, expected benefits, implementation timing, effort assumptions, observations, examples, scenarios, or forward-looking statements provided by the licensor are based on information available at the time and on good-faith assumptions and discussions with the customer. Unless expressly stated otherwise in writing, such statements are indicative only and do not constitute warranties, guarantees, or binding contractual commitments as to outcomes, benefits, timings, or performance.

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17. Intellectual Property

All right, title, and interest in and to the Strategy Navigator System and all associated software, reports, templates, models, semantic layers, dashboards, data structures, visualisations, frameworks, methodologies, course content, training materials, books, publications, simulations, workflows, branding, documentation, and associated intellectual property rights remain the exclusive property of the licensor or its licensors.

 

Unless expressly agreed otherwise in writing:

• the licensor retains ownership of all pre-existing materials, methodologies, know-how, frameworks, templates, tools, publications, course content, and generalised improvements used in or arising from the provision of the Strategy Navigator System or related services;

• the customer retains ownership of its Customer Data and its pre-existing materials; and

• any customer-specific deliverables created as part of paid services are licensed or assigned only to the extent expressly stated in the relevant Commercial Document.

 

The customer must not disclose, reproduce, distribute, publish, sell, or provide access to the licensor’s confidential or protected materials, methodologies, proposals, reports, books, course materials, training materials, or other protected content to third parties except as expressly permitted in writing.

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18. Disclaimer of Warranties

To the maximum extent permitted by law, the Strategy Navigator System and any related services are provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, availability, accuracy, results, or uninterrupted operation.

Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, statutory right, or other protection that cannot lawfully be excluded or limited.

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19. Limitation of Liability

To the maximum extent permitted by law:

• the licensor is not liable for any indirect, incidental, special, exemplary, punitive, or consequential loss, or for any loss of profits, revenue, business opportunity, reputation, anticipated savings, goodwill, or data;

• the licensor is not liable for decisions made, actions taken, or commitments entered into by you or any third party in reliance on the Strategy Navigator System or related services; and

• the licensor’s aggregate liability arising out of or in connection with this Agreement will not exceed the total fees paid by you under this Agreement in the 12 months preceding the event giving rise to the claim.

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20. Indemnity

You indemnify the licensor against claims, losses, liabilities, damages, costs, and expenses arising from:

• your misuse of the Strategy Navigator System or related services;

• your breach of this Agreement;

• your Customer Data; or

• your infringement of any law or third-party rights in connection with your use of the Strategy Navigator System or related services.

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21. Term, Suspension, and Termination

This Agreement commences when you first accept it, access the Strategy Navigator System, purchase a subscription, register for or receive related services, or otherwise engage the licensor, whichever occurs first, and continues until terminated in accordance with its terms or the applicable Commercial Document.

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The licensor may suspend access to the Strategy Navigator System or suspend related services where reasonably necessary for security, maintenance, non-payment, legal compliance, operational reasons, or material breach. This Agreement may terminate automatically if you materially breach it and fail to remedy that breach within any applicable notice period.

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Upon termination or expiry:

• all rights granted to you under this Agreement cease immediately;

• you must stop using the Strategy Navigator System;

• the licensor may cease providing related services; and

• any provisions which by their nature should survive termination will continue, including intellectual property, confidentiality, disclaimers, liability limitations, indemnities, accrued payment obligations, and any provisions relating to services already performed.

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22. Governing Law

This Agreement is governed by the laws of Victoria, Australia, and the parties submit to the exclusive jurisdiction of the courts of Victoria and the Commonwealth of Australia.

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23. Changes to this Agreement

The licensor may update this Agreement from time to time by publishing a revised version on its website or otherwise notifying users. Continued access to or use of the Strategy Navigator System after the effective date of an updated version constitutes acceptance of the revised Agreement.

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24. Entire Agreement

This Agreement, together with any applicable Commercial Document, subscription terms, pricing schedule, privacy policy, and other documents expressly incorporated by reference, constitutes the entire agreement between the parties in relation to the Strategy Navigator System and related services and supersedes prior discussions, understandings, or agreements on that subject matter.

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25. Contact

 

For questions regarding this Agreement:
PH Strategy and Leadership
Paul Hunter
ABN 43 727 242 356

info@phsandl.com

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