Contractor Agreement

​

Fixinc Consulting Partners Ltd (“Fixinc”) (NZBN: 9429046330185) is pleased to engage [Name] (the “Contractor”) as an Independent Contractor to perform Services on the terms and conditions set out in this agreement (“Agreement”).

​

The Contractors Appointment and Term of Agreement

​

1. Fixinc engages the Contractor named in Item 1 of Schedule 1 to this Agreement, to provide the Services set out in Schedule 2 of this Agreement or as otherwise agreed between the parties from time to time in writing (“Services”) during the term of this Agreement.

​

1. The Contractor agrees to provide the Services from the Commencement Date set out in Item 2 of Schedule 1, at the times required by Fixinc. Fixinc anticipates regular Project (“Project/s”) and hours for the Contractor but cannot guarantee this.
3. The Contractor will continue to provide the Services until the Completion Date set out in Item 3 of Schedule 1, unless the term of this Agreement is extended by Fixinc expressly in writing.
5. Fixinc and the Contractor agree that the term of the contract is open ended to enable Fixinc to request the Services as and when required. Each request for Services in addition to the Project mentioned in Schedule 1, Item 7, will be treated as a new engagement for services (“Engagement”). The Contractor may choose whether to accept or decline the Engagement. If the Contractor accepts an Engagement, he or she must carry out the Services of that Engagement unless the contract is terminated in accordance with the terms of this agreement. The terms of this contract apply to each Engagement for Services.

​

1. The parties acknowledge that the real nature of their relationship is that of Independent Contractor and it is expressly acknowledged that the Contractor is not an employee of Fixinc. The parties acknowledge that nothing in this Agreement will be construed to imply that the Contractor is an agent of Fixinc.

Fee

​

1. The Contractor will receive the fee for their services as set out in Schedule 1, Item 4 and Item 5.

​

1. It is specifically acknowledged by the Contractor that they shall not be entitled to any additional remuneration other than the remuneration as specified in Schedule 1, and that the remuneration package will reflect a fair remuneration for the Services to be provided.  The Contractor will not be entitled to any payments, fees, allowances or benefits other than those specified in this contract and, without limiting this clause, will not be entitled to paid holiday leave, special leave or redundancy compensation.

​

1. Fixinc will pay all invoices rendered by the Contractor in accordance with this clause, within 30 days from the completion of the Milestones (“Milestone/s”) as set out in the Project Implementation Plan that is assigned to the Contractor, or the completion of the Project unless otherwise specifically agreed between a Director of Fixinc and the Contractor in writing.
3. Projects that are over 80 hours in allocated time that are specifically scoped by the Contractor are entitled to a 50% payment of the Contractor’s total fee. 50% of the final fee will be paid in accordance with clause 2.3.

​

1. The Contractor will be entirely responsible for ACC levies, income tax, GST and all other forms of tax relating to the income derived by them and expenditure made by them in the course of carrying out their obligations under this Agreement and warrants to pay all such levies and duties. The Contractor agrees to note any Goods and Services tax on all invoices presented to Fixinc if applicable to the Contractors jurisdiction and agrees to share with Fixinc any relevant GST and company ID’s.
3. The Contractor must invoice Fixinc for Projects individually and within 14 days of a final Scope presented and signed off by Fixinc. Invoice due dates must align with the terms set out in clause 2.3, 2.4 and 2.7.
5. Fixinc will pay the Contractor the total sum of the agreed hourly rate set out in Schedule 1, Item 4 and Item 5 of the agreement on or during the last business day of a calendar month for any work conducted solely for the purpose of Fixinc business only (referred from here on as “Hourly Engagement”. This may include but is not limited to internal meetings, training, Fixinc digital maintenance, enhancements, and administration.
7. The Contractor must ensure that their hours are updated at a minimum block of seven days within the nominated time tracking tool Fixinc provide for any hours to be eligible as set out in clause 2.7 and will ensure that their final hours are prepared in this tool the day before the last business calendar day, unless otherwise agreed between the parties.

​

1. Fixinc may deduct from payments to the Contractor any withholding taxes required by law. The Contractor will provide Fixinc with all information required to enable Fixinc to determine the applicable rate of withholding tax.

​

Commission

1. The Contractor is eligible to receive the Commission (“Commission/s”) as set out in Schedule 1, Item 6 of this Agreement for eligible qualified and converted program sales with Fixinc. The eligible Commission is for the first Project the Client (“Client/s”) agrees to sign with Fixinc and no further Projects, Campaigns, or Services that they may commission of Fixinc unless specifically requested by a Director of Fixinc. The Commission set in Schedule 1, Item 6 is in addition to any other fees charged by the Contractor.
2. The Contractor is eligible for Commission on the basis the Client completes payment of their invoice in full as per the Terms and Conditions between the Client and Fixinc. Commission is paid to the Contractor within 30 days of Fixinc receiving the full invoice payment from the Client for the Project or Services.
3. It is expressly acknowledged by the Contractor that the Commission is fair and provided on a complimentary basis by Fixinc and that the Contractor is not specifically required to obtain new Clients for Fixinc. Fixinc may cancel the Commission rate with 30 days notice in writing to the Contractor.
4. If the Agreement is terminated within accordance with clause 8, the Contractor’s eligible Commission will be honoured by Fixinc in accordance with all clause clause 3. The Contractor understands that work may continue with the referred client without the Contractor’s Services and after the termination of this Agreement.

Equipment

​

1. The Contractor will provide all necessary equipment for the performance of the Services set out in Schedule 2 and to complete their Services at an industry level standard; including, but not limited to, computer, software, telecommunications.
3. Fixinc may provide equipment and/or software as a service (SAAS) tools at its own discretion or in line with specific Service requirements not included in the Services stated in Schedule 1, Item 8.
5. The Contractor acknowledges that, for the duration of this Agreement, they may utilise certain equipment provided by Fixinc, including but not limited to laptops, office furniture, printers, and phones, to facilitate the performance of their Services as outlined in Schedule 2. These items are provided complimentary and solely for the purpose of assisting the Contractor in fulfilling their obligations under this Agreement. However, it is expressly understood that the provision of such equipment does not form an integral part of this Agreement. The Contractor further acknowledges that any loss or damage to the provided equipment, whether occurring during the term of this Agreement or thereafter, shall be the sole responsibility and expense of the Contractor. This provision shall survive the termination of this Agreement.

Expenses

​

1. The Contractor is responsible for all Expenses (“Expense/s”) incurred by the Contractor providing the Services except those specifically requested by Fixinc in writing for certain Services.
3. For any agreed Expenses with Fixinc, the Contractor shall submit all expense claims in accordance with the following procedures:
5. Expenses must be filed to the designated email address, accounts@fixinc.org, in a timely manner, with claims to be submitted no later than 30 days from the date of expenditure.
   2. All expenses must be invoiced with meticulous clarity, delineating each item and any applicable taxes, including New Zealand GST, in each row of the invoice.
6. Each expense claim must be accompanied by an official receipt that clearly specifies the originating organisation, substantiating the expense incurred.
7. Upon receipt of a duly completed expense claim, Fixinc shall process the payment within 30 days from the original claimed date.
8. The Contractor acknowledges and agrees to adhere strictly to these expense claim procedures throughout the duration of this Agreement.
9. All applicable Expenses claimed and processed are for the Contractor named in this Agreement only.

Insurances

​

1. During the term of this Agreement the Contractor must take out and maintain in relation to the Services:
2. 1. professional indemnity insurance; and
   2. any other insurances, required by law or reasonably required by Fixinc in writing depending on the nature of the Contractor’s work.

​

1. Before the Commencement Date, and on request, the Contractor must be able to provide Fixinc with written evidence of the currency and terms of the insurance policies referred to in this clause.

​

1. The Contractor must notify Fixinc immediately of the cancellation of an insurance policy, or any change to an insurance policy, which affects Fixinc’s interests. 

​

1. The Contractor’s obligations to insure under this clause are material obligations of this Agreement. Failure to comply with this clause may be considered a breach of the Agreement justifying termination in accordance with clause 8.

​

1. Fixinc recommends that the Contractor maintains the insurance cover set out at 6.1 above for a period of 7 years following termination of the Agreement in the event of a claim being made against the Contractor following termination of the Agreement. The Contractor accepts that maintaining insurance cover following termination of the Agreement is at the Contractor’s discretion. If the Contractor elects not to maintain insurance cover, they do so at their own risk.

​

1. The Contractor will not be liable for any loss or liability in performing the Services except for any loss or liability directly attributable to the Contractor’s dishonesty or negligence, or any act or omission known by the Contractor to be a breach of this Agreement.

​

1. Fixinc hereby undertakes to indemnify the Contractor against any loss or liability incurred by the Contractor in the course of performing the Services pursuant to this Agreement, provided such loss or liability does not arise from the Contractor's dishonesty or negligence, or from any act or omission known or which reasonably ought to have been known by the Contractor to constitute a breach of this Agreement.

The Contractor’s Representations and Obligations

​

1. The contractor warrants that:
2. 1. the Contractor has an appropriate level of skill, training, experience and competence to perform the Services to an acceptable standard and to a reasonable standard of workmanship expected in the profession or industry the Contractor represents;

​

1. there is no prohibition or restriction or other obligation which would preclude, prevent or hinder the Contractor providing the Services in accordance with this Agreement;

​

1. the Contractor has not knowingly failed to disclose to Fixinc any matter which might have materially influenced Fixinc’s decision whether or not to engage the Contractor to perform the Services;

​

1. the Contractor is aware that Fixinc is relying on these warranties.

​

1. The Contractor indemnifies Fixinc in respect of any and all claims giving rise to liability on the part of Fixinc in respect of a breach of clause 6.
3. The Contractor will, during the term of this Agreement:
5. perform the Services to the highest industry standards so as to promote and further the interests of Fixinc;  
6. except in accordance with clause 7.3.6 not delegate or have any other person perform their obligations under this Agreement, or appoint any employee or subcontractor of any kind; 
7. comply with all relevant laws applicable to the conduct of the Services and the operation of the equipment used in the performance of the Services;
8. comply with clause “8. Health and Safety” and the Health and Safety at Work Act 2015 or any substituted legislation, or consequential regulations, and Fixinc’s health and safety policies, directives or procedures, as amended from time to time;
9. work with any employees or other contractors of Fixinc, as required, in a competent and professional manner; 
10. notify Fixinc immediately on the cancelation or unavailability of conducting Services due to illness, injury or similar, and;
    2. comply with Fixinc’s reasonable directions and instructions in relation to the performance of the Services. 

​

Health and Safety

​

1. The Contractor hereby acknowledges and agrees to diligently adhere to all applicable provisions outlined in the Health and Safety Act 2015, or any relevant legislation or regulations governing health and safety standards within the jurisdiction, in strict accordance with the terms and conditions set forth in this Agreement.
3. In furtherance of their obligations under this Agreement, the Contractor shall meticulously observe and comply with the health and safety protocols and regulations enforced at any site they are required to visit, inclusive of but not restricted to Fixinc office premises, client locations, or any other designated work areas. The Contractor shall familiarise themselves with and adhere to all site-specific safety guidelines, procedures, and protocols provided by Fixinc or the respective site authority.
5. The Contractor solemnly undertakes to exercise utmost caution and prudence in the execution of their duties and responsibilities under this Agreement, ensuring at all times that their actions do not pose any risk of harm, injury, or damage to other contractors, colleagues, clients, or guests of Fixinc. The Contractor shall maintain a vigilant stance to prevent any potential hazards or risks to the safety and well-being of individuals present at the worksite.
7. Furthermore, the Contractor expressly warrants that they shall not introduce, possess, or utilise any substances, materials, or items on the premises that may be deemed hazardous, dangerous, or potentially harmful to persons or property. Prohibited items include but are not limited to chemicals, drugs, weapons, explosives, or any analogous objects or substances with the potential to endanger life, health, or safety.
9. In the event of any breach, violation, or non-compliance with the stipulations outlined in the preceding clauses, Fixinc reserves the unequivocal right to enact immediate termination of this Agreement, without prejudice to any other rights or remedies available under law or equity. The Contractor shall be held liable for any resultant damages, losses, or expenses incurred by Fixinc, its members, contractors, or clients arising from such breach.
11. Fixinc expressly reserves the prerogative to pursue legal recourse to rectify any costs, damages, or indemnification necessitated by the Contractor's contravention of the health and safety provisions delineated herein, including but not limited to litigation, restitution, or compensation measures, as deemed appropriate and justifiable by Fixinc.

​

Information Technology and Cyber Protection

• 1. Access to Intellectual Property and Systems: The Contractor acknowledges that during the term of this Agreement, they may have access to Fixinc's intellectual property or systems. The Contractor agrees not to grant access to any other party without prior acknowledgment and sign-off from a Director of Fixinc.

​

1. Account Management Upon Termination: Upon termination of this Agreement, the Contractor shall promptly hand over, cancel, or remove any accounts created during the course of engagement with Fixinc and provide evidence thereof to Fixinc.

​

1. Password Management and Two-Factor Authentication (2FA): The Contractor shall demonstrate evidence of a password management tool to Fixinc prior to commencing any engagement. Additionally, the Contractor shall ensure that 2FA is enabled wherever possible for all programs. Fixinc may, in most cases, facilitate the setup of 2FA, and the Contractor must continue to utilise this security measure.

​

1. Access to Fixinc Client Systems or Intellectual Property: In rare instances where the Contractor requires access to Fixinc Client systems or intellectual property, the Contractor agrees not to share such access with any other employee, contractor, or third party without written acknowledgment from a Director of Fixinc. The Contractor warrants that access to these materials will be utilised solely to fulfil the scope of work assigned and will not be misused for any purposes beyond the project scope. Any financial losses or impacts resulting from negligence or breach of data within a client's systems by the Contractor shall be borne by the Contractor, who shall indemnify Fixinc against any actions initiated by the client against Fixinc. Fixinc shall conduct thorough digital/cyber forensics to accurately document any breaches in accordance with this clause.

​

1. Use of Public Networks: When engaging in any Fixinc or Client work on public networks, the Contractor must utilise a VPN authorised by Fixinc.

​

1. Prevention of Security Risks: The Contractor shall not knowingly create opportunities for bad actors to target Fixinc or Fixinc's clients. This includes, but is not limited to, using basic passwords, sharing details on public forums, or utilising the same tools/logins for other clients or projects external to this Agreement.

​

1. Legal Ramifications: Fixinc reserves the right to take legal action against any acts that breach these clauses or pose risks to Fixinc or its clients.

​

1. These clauses shall be strictly adhered to throughout the duration of the Agreement, and shall continue to remain in full force and effect even after the termination of the Agreement. Any violations thereof may result in termination of the Agreement and may incur potential legal consequences.

Termination of the agreement

​

1. Either party may terminate this Agreement by giving the other party the period of written notice set out in Schedule 1, Item 7. 
3. Fixinc may terminate this Agreement without notice if the Contractor:
5. is charged with any criminal offence which in the reasonable opinion of Fixinc brings the Contractor, Fixinc or its clients into disrepute;
6. engages in conduct which is unlawful, exposes Fixinc to an appreciable risk of liability, or is otherwise not in accordance with acceptable business practices;
7. engages in conduct that is fraudulent, dishonest or otherwise constitutes serious misconduct or a serious neglect of their duties;
8. refuses, or in a material way fails to perform the Services; 
9. commits an act of bankruptcy or presents, or has presented against them, a petition in bankruptcy or a sequestration order is made against them or they enter into a Scheme of Arrangement or any composition with their creditors or execute as a debtor a Deed of Arrangement or a Deed of Assignment; 
   2. is guilty of any breach of the terms of this Agreement and fails to rectify that breach within 7 days of receipt of a written notice which specifies the nature of the breach, and which also states that the breach is to be rectified within 7 days of the Contractor’s receipt of the notice.

​

1. Either party may immediately terminate this Agreement by notice to the other in writing if at any time the other party goes into liquidation or becomes subject to receivership or official management or makes any arrangement or composition with its creditors.

​

1. Fixinc may terminate this agreement if the Contractor fails to notify Fixinc within 73 hours of inability to conduct Services, or, fails to conduct appointments noted in Schedule 2 without warning. Fixinc will investigate the misconduct and present a written decision to the Contractor within 30 days of misconduct. Fixinc may withhold fees and costs to complete scheduled appointments from the Contractor as a result of failure to notify and complete Services. 

​

1. Termination of this Agreement will be without prejudice to the rights and obligations of the parties prior to termination. Termination will also be without prejudice to any of the provisions of this Agreement which are expressed to survive termination.

​

Duty to deliver up material

​

1. The Contractor, whenever requested by Fixinc, will deliver up to Fixinc all papers, writings, disks, and other material, relating in whole or in part to the affairs of Fixinc or its business, which are in the possession, custody or control of the Contractor during or upon termination of this Agreement.

​

Confidentiality

​

1. The Contractor must keep confidential and not disclose to any person without Fixinc’s written consent, Fixinc (or its clients) confidential information, including (but not limited to):

​

1. any information specifically designated as confidential by Fixinc or its clients;

​

1. trade secrets and intellectual property;

​

1. supplier and customer lists;

​

1. contractual, technical and production information;

​

1. business, marketing and financial information and plans;

​

1. notes and developments regarding confidential information;

​

except for such information which the Contractor is obliged to disclose by law, or which is publicly available (other than in breach of this Agreement).

​

1. This provision continues to apply after this Agreement comes to an end.

​

Non-Disclosure Agreement ("NDA")

• 1. The Contractor acknowledges and agrees that they shall be bound by the terms and conditions of the Non-Disclosure Agreement ("NDA") maintained by Fixinc, a copy of which shall be provided alongside this Contractor Agreement. By signing this Contractor Agreement, the Contractor expressly acknowledges that they have read, understood, and agreed to the terms of the NDA. A copy of the latest NDA can be found at https://www.fixinc.io/legals/nda

​

Intellectual Property

​

1. The Contractor acknowledges that Fixinc owns all intellectual property that it develops in the course of or arising out of the Engagement (the “Intellectual Property”). The Contractor assigns any such Intellectual Property developed to Fixinc.
3. Fixinc agrees to grant the Contractor and/or their registered business, entity, or brand (or any future trading name), the ability to advertise the project/s upon sign off from the Client and Fixinc with written and digitally linked acknowledgement to the partnership with Fixinc within the promotional material/s.

​

1. The Contractor must not make use of, or reproduce, any intellectual property owned by Fixinc without Fixinc’s prior written approval, unless such use or reproduction is in the course of providing the Services.
3. The Contractor must do all acts and things, and execute all documents, that Fixinc may reasonably request to secure Fixinc’s ownership of rights in the Intellectual Property (including any assignment).

​

1. This provision continues to apply after this Agreement comes to an end.

​

Privacy

• 1. The Contractor must comply with the Privacy Principles in the Privacy Act 1993 and with the Fixinc privacy policy, available upon request.

​

1. The Contractor acknowledges that Fixinc may use the Contractors personal profile and services with third parties for the purpose of promoting the business of Fixinc. Fixinc ensure no personal details, including address or personal phone numbers are to be shared.

No partnership or employment

​

1. Nothing in this Agreement is intended to create a partnership between the Contractor and Fixinc, either jointly or separately. The Contractor acknowledges that it has no authority to bind Fixinc without Fixinc’s specific consent.

​

1. This Agreement does not constitute evidence of a relationship of employee and employer between the Contractor and Fixinc. The parties acknowledge that the Contractor enters into this Agreement as an independent contractor and retains the ultimate responsibility for management and direction in relation to the provision of the Services.

​

1. The Contractor confirms that it has no claim against Fixinc for annual leave, sick leave, long service leave, public holidays or similar benefits, and the Contractor’s right to payment only arises in respect of the actual provision of Services in accordance with this Agreement.

​

1. Notwithstanding the fact that the relationship between the parties is that of Independent Contractor and Principal, should IRD or any court determine that the relationship between the parties is an employment relationship, or should the Contractor fail to comply with their obligations in relation to payment of taxes referred to in clause 2.5 above, then the Contractor will indemnify Fixinc in respect of all liability for any costs, claims, damages and expenses which Fixinc may become liable to pay as a consequence of such determination or failure on the part of the Contractor.

​

Fixinc May Obtain Services Elsewhere

1. The Contractor acknowledges that Fixinc may engage other independent contractors to carry out the same or similar services. This may include other independent contractors providing the same or similar services within the same activity or Service that the Contractor is engaged in or has scoped.
2. The division and allocation of available work between the Contractor and other independent contractors and/or employees engaged by Fixinc shall be at the sole discretion of Fixinc and may include but not be limited to a system where work is allocated on the basis of past performance.
   2. Fixinc may engage other independent contractors to conduct Services in the event of the Contractor failing to acknowledge an appointment, as noted in clause 7.3.6, or, fails to complete Services noted in Schedule 2.

Disputes

​

1. In the event of any difference or dispute between Fixinc and the Contractor, the parties agree to deal with each other in good faith and try to resolve the dispute by agreement. If agreement cannot be reached within 30 days of the difference or dispute being raised by either party, the dispute will be referred to mediation.

​

1. The mediation must be conducted in terms of the Arbitrators’ and Mediators’ Institute of New Zealand Incorporated (“AMINZ”) Mediation Protocol.  The mediation must be conducted by a mediator and at a fee agreed by the parties.  Failing agreement between the parties on such matters, the mediator will be selected and his/her fee determined by the Chairperson for the time being of AMINZ. In the event that there is no resolution between the parties, the mediator’s recommendation will be a final decision on the dispute and be binding on all parties.

​

No assignment

​

1. Neither party to this Agreement may assign or otherwise deal with the whole or any part of it except with the prior written consent of the other party.

​

Severability

​

1. If anything in this Agreement is unenforceable, illegal or void then it is severed, and the rest of this Agreement remains in force.

​

Entire understanding

​

1. This Agreement is the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement. It supersedes any prior agreement or understanding on anything connected with that subject matter.

​

Variation

​

1. An amendment or variation to this Agreement is not effective unless it is in writing and signed by both the parties (Fixinc Consulting Partners Ltd and the Contractor).

​

Waiver

​

1. A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right.

​

1. The exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right.

​

1. A waiver is not effective unless it is in writing.

​

1. Waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.

​

Acceptance

​

1. For this Agreement to be binding, the Contract named must sign and date. A copy will be saved on file with Fixinc and can be sent to the contractor upon request.

​