Parties

This Independent Contractor Agreement ("Agreement") is made between:

Fixinc Consulting Partners Limited (NZBN 9429047125490), trading as Fixinc ("Fixinc", "we", "us", "our"); and

The Contractor named in Item 1 of Schedule 1 ("Contractor", "you", "your").

Together referred to as the "Parties" and each a "Party".

Background

A. Fixinc is a resilience advisory firm providing business continuity, crisis management, and emergency management services.

B. Fixinc wishes to engage the Contractor to provide the Services set out in Schedule 2 on the terms of this Agreement.

C. The Contractor agrees to provide the Services as an independent contractor, not as an employee of Fixinc.

1. Engagement and Term

1.1 Fixinc engages the Contractor to provide the Services set out in Schedule 2, or as otherwise agreed between the Parties in writing from time to time ("Services").

1.2 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.

1.3 Fixinc anticipates regular projects and hours for the Contractor but cannot and does not guarantee any minimum hours or volume of work. The Contractor acknowledges that this engagement does not create an employment relationship and that variations in available work are a normal feature of independent contracting.

1.4 This Agreement will continue until the Completion Date set out in Item 3 of Schedule 1 (if any), or until terminated in accordance with clause 14.

1.5 Each request for Services in addition to the matters set out in Schedule 2 will be treated as a new engagement ("Engagement"). The Contractor may accept or decline an Engagement at their discretion. If the Contractor accepts an Engagement, they must complete it unless the Agreement is terminated. The terms of this Agreement apply to each Engagement.

2. Fees and Payment

2.1 The Contractor will provide Services on a time-and-materials basis at the rates set out in Item 4 of Schedule 1. Rates are exclusive of any applicable GST or similar sales tax.

2.2 The Contractor must submit accurate timesheets via Fixinc's nominated time-tracking tool. Fixinc may require reasonable supporting detail and will not unreasonably withhold approval.

2.3 The Contractor will issue one invoice per calendar month in arrears for Services performed in that month. Invoices must reference: (a) period covered; (b) total approved hours or days by rate; (c) purchase order or reference number (if applicable); and (d) all required tax details to constitute a valid tax invoice.

2.4 Fixinc will pay valid, undisputed invoices by the last day of the month in which the invoice is received, provided the invoice is received at least 2 Business Days before month-end. Invoices received later will be paid within 7 Business Days of receipt.

2.5 For any disputed amount, Fixinc will pay the undisputed portion and notify the Contractor of the reasons for dispute within 10 Business Days. The Parties will work in good faith to resolve disputes, and any resolved balance will be paid within 7 Business Days of resolution.

2.6 Payment to the Contractor is not contingent on Fixinc receiving payment from any client or third party.

2.7 The Contractor is responsible for all taxes in their jurisdiction. Invoices must include any applicable GST or similar sales tax. Fixinc may withhold taxes where required by law and will provide reasonable evidence of such withholdings upon request.

2.8 Unless agreed otherwise in Schedule 1, invoices will be in NZD. Bank transfer fees are borne by the recipient's bank, and currency conversion charges are borne by the Contractor.

2.9 Any change to rates must be agreed in writing (email suffices). Rates may be reviewed no more frequently than every 6 months unless otherwise agreed.

2.10 Fixinc may set off any amounts due from the Contractor against amounts payable to the Contractor, acting reasonably and providing particulars.

2.11 Invoices must be submitted within 60 days of the month-end for the month in which the Services were performed, unless Fixinc agrees otherwise in writing. Fixinc is not obliged to pay invoices submitted after this period.

3. Commission

3.1 The Contractor may, at Fixinc's discretion, be eligible to receive commission for eligible qualified and converted program sales ("Commission"). Commission eligibility and rates are specified in Item 5 of Schedule 1. If Item 5 states zero or N/A, the Contractor is not eligible for Commission.

3.2 Commission is conditional on Fixinc receiving full payment from the relevant client. Once payment is received, any applicable Commission will be paid within 30 days.

3.3 The Contractor may, at Fixinc's discretion, be eligible for royalty commission on clients originally introduced by the Contractor ("Royalty Commission"). Royalty Commission is specified in Item 5a of Schedule 1 and is payable only if the client signs a new engagement with Fixinc after the original introduction.

3.4 Fixinc may introduce, vary, or withdraw any Commission or Royalty Commission arrangements at any time by written notice. These arrangements are discretionary and do not form part of the Contractor's core remuneration.

3.5 Upon termination of this Agreement, Fixinc has no ongoing obligation to pay Commission or Royalty Commission, except for amounts expressly confirmed in writing before the termination date.

4. Expenses

4.1 The Contractor is responsible for all expenses incurred in providing the Services, except those specifically approved by Fixinc in writing in advance.

4.2 For approved expenses, the Contractor must submit claims via the Xero Me App in accordance with Fixinc's Travel Expenses and Reimbursement Process (available on request). Claims must be submitted within 30 days of expenditure, with itemised details including any applicable taxes and official receipts from the supplying organisation attached.

4.3 Fixinc will process valid expense claims within 20 Business Days of receipt.

5. Equipment

5.1 The Contractor will provide all equipment necessary to perform the Services to an industry standard, including computer, software, and telecommunications.

5.2 Fixinc may provide equipment or software-as-a-service tools at its discretion. Any equipment provided by Fixinc remains Fixinc's property and is supplied solely for the purpose of providing the Services.

5.3 The Contractor must exercise reasonable care with Fixinc-provided equipment and return it within 7 days of request or termination of this Agreement.

5.4 The Contractor is liable for any loss of, or damage to, Fixinc-provided equipment caused by negligence, wilful misconduct, or failure to return it. This clause survives termination.

5.5 Upon termination or request, the Contractor must permanently delete all Fixinc-related data from personal devices used for Fixinc work. Fixinc may require the Contractor to provide evidence of deletion or conduct the deletion over a shared video meeting.

6. Insurance

6.1 Unless otherwise agreed in writing by Fixinc, the Contractor must maintain at their own expense:

(a) Professional Indemnity Insurance with minimum coverage of $1,000,000 NZD (or equivalent) per claim; and

(b) Public Liability Insurance with minimum coverage of $2,000,000 NZD (or equivalent) per claim.

6.2 Before the Commencement Date and upon request, the Contractor must provide written evidence of valid insurance meeting these requirements.

6.3 The Contractor must immediately notify Fixinc of any cancellation, expiration, or material change to required insurance.

6.4 The Contractor must maintain Professional Indemnity Insurance for at least 3 years following termination to cover claims arising from work performed under this Agreement.

6.5 Fixinc may, at its sole discretion, waive or reduce insurance requirements for specific Contractors where obtaining the required coverage is impractical. Any such waiver must be recorded in writing in Schedule 1.

6.6 Failure to maintain required insurance (where no waiver has been granted) constitutes a material breach and may result in immediate termination.

7. Contractor's Obligations

7.1 The Contractor warrants that:

(a) they have the skill, training, experience, and competence to perform the Services to a professional standard;

(b) there is no prohibition, restriction, or obligation that would prevent or hinder them from providing the Services;

(c) they have disclosed any matter that might have materially influenced Fixinc's decision to engage them;

(d) they have the legal right to provide services in their jurisdiction and to work for Fixinc; and

(e) they are compliant with all tax obligations in their jurisdiction.

7.2 The Contractor agrees to:

(a) perform the Services to a high professional standard consistent with industry best practice;

(b) not delegate, subcontract, or have any other person perform the Services without Fixinc's prior written consent;

(c) comply with all applicable laws in performing the Services;

(d) work cooperatively with Fixinc employees and other contractors;

(e) notify Fixinc immediately if unable to perform Services due to illness, injury, or similar;

(f) comply with Fixinc's reasonable directions regarding the Services; and

(g) complete Fixinc's standard onboarding training and any additional training required by Fixinc. Where Fixinc requires specific certifications, the cost will be borne by Fixinc.

7.3 By signing this Agreement, both Parties confirm they are satisfied that the Contractor has the appropriate skills and competence for the Services described in Schedule 2.

8. Representation and Professional Conduct

8.1 When providing Services, the Contractor will use the job title assigned by Fixinc in all professional contexts, including when interacting with Fixinc clients.

8.2 The Contractor must conduct themselves professionally and in a manner that upholds Fixinc's reputation.

8.3 The Contractor must not make any representations, commitments, or warranties on behalf of Fixinc without prior written authorisation.

9. Non-Compete

9.1 During the term of this Agreement, the Contractor must not provide services as a contractor to any Competitor without Fixinc's prior written consent.

9.2 For the purposes of this clause, "Competitor" means any registered company or organisation (other than Fixinc) that provides consulting services in: Emergency Management, Business Continuity, Crisis Management, Incident Management, New Zealand CIMS, IT Disaster Recovery, Scenario Exercises, ISO 22301 Accreditation, Validation Activities, Resilience Training, Executive Training, or CPS 230 compliance, or any services of a similar nature.

9.3 This restriction applies to Competitors operating in: New Zealand, Australia, Pacific Island nations, Malaysia, Singapore, Thailand, Vietnam, Philippines, and India.

9.4 This restriction does not prevent the Contractor from:

(a) providing the same or similar services in their own name as a sole trader or through their own business directly to end clients;

(b) providing services to government emergency services, civil defence organisations, or similar public sector entities; or

(c) providing technology-based solutions that do not involve consulting or advisory services.

9.5 Before signing this Agreement, the Contractor must disclose any existing relationships with Competitors. Fixinc may, at its discretion, consent to the continuation of such relationships.

9.6 Upon termination of this Agreement, the non-compete restriction in this clause ceases immediately and the Contractor is free to work for Competitors.

10. Non-Solicitation

10.1 During this Agreement and for 18 months after termination, the Contractor must not directly or indirectly solicit, recruit, or hire any employee or contractor of Fixinc with whom they had contact or about whom they received Confidential Information.

10.2 During this Agreement and for 24 months after termination, the Contractor must not directly or indirectly solicit or provide competing services to any client of Fixinc whose identity became known through Confidential Information or the relationship with Fixinc.

10.3 These restrictions do not apply to:

(a) general public advertising not targeted at Fixinc personnel or clients;

(b) unsolicited approaches from Fixinc personnel; or

(c) pre-existing client relationships the Contractor can document existed before this Agreement.

11. Confidentiality and Data Protection

11.1 The Contractor acknowledges they will be bound by Fixinc's Non-Disclosure Agreement ("NDA"), which will be provided separately and must be signed before commencing Services. The NDA is incorporated into and forms part of this Agreement.

11.2 In addition to the NDA, the Contractor must:

(a) keep confidential all information relating to Fixinc, its clients, business operations, methodologies, and any information that is not publicly available;

(b) use Confidential Information solely for providing the Services;

(c) not disclose Confidential Information to any third party without Fixinc's written consent; and

(d) comply with the Privacy Act 2020 (New Zealand) and all applicable privacy and data protection laws in their jurisdiction.

11.3 The Contractor must not input, upload, or process any Confidential Information using artificial intelligence tools, large language models, or similar technologies without Fixinc's prior written approval. This includes but is not limited to ChatGPT, Claude, Google Gemini, Microsoft Copilot, and any AI features integrated into productivity software. Full details are set out in the NDA.

11.4 Upon Fixinc's request, the Contractor must provide written certification confirming whether any Confidential Information has been input into AI tools.

11.5 This clause survives termination of this Agreement.

12. Intellectual Property

12.1 All intellectual property created, developed, or arising from the Services performed for Fixinc or its clients ("Project IP") is owned by Fixinc. The Contractor assigns all rights, title, and interest in Project IP to Fixinc upon creation.

12.2 "Project IP" does not include any pre-existing intellectual property, tools, know-how, templates, software, or materials owned or developed by the Contractor independently of this Agreement ("Background IP").

12.3 Where Background IP is incorporated into or necessary for the use of Project IP, the Contractor grants Fixinc a perpetual, worldwide, royalty-free, irrevocable licence (with the right to sublicence to clients) to use, reproduce, modify, adapt, and exploit such Background IP as part of the Project IP.

12.4 The Contractor must not use or reproduce any Fixinc intellectual property except as necessary to provide the Services.

12.5 The Contractor will, at Fixinc's request, execute any documents necessary to secure Fixinc's ownership of Project IP or confirm the licence to Background IP.

12.6 Subject to Fixinc's prior written approval (and client approval where applicable), the Contractor may reference projects delivered under this Agreement in their portfolio or marketing materials, provided Fixinc is acknowledged as a collaborator.

12.7 This clause survives termination of this Agreement.

13. IT Security and Cyber Protection

13.1 The Contractor must not grant access to Fixinc's systems, intellectual property, or client systems to any third party without prior written approval from a Director of Fixinc.

13.2 The Contractor must use an approved password management tool (such as 1Password, Bitwarden, or Dashlane) for all credentials related to the Services. Fixinc may require evidence of this as a condition of access to Fixinc systems. The Contractor must also enable two-factor authentication wherever possible for all programs used in connection with the Services.

13.3 When working on public networks, the Contractor must use a VPN authorised by Fixinc.

13.4 The Contractor must not knowingly create security vulnerabilities, including using weak passwords, sharing credentials on public forums, or using the same credentials for other clients or projects.

13.5 Any financial losses or impacts resulting from the Contractor's negligence or breach of data security shall be borne by the Contractor, who indemnifies Fixinc against any claims arising from such breach.

13.6 Upon termination, the Contractor must promptly hand over, cancel, or remove any accounts created during the engagement and provide evidence to Fixinc.

13.7 Fixinc will provide the Contractor with a dedicated Fixinc email address and access to Fixinc's collaboration platforms (including Microsoft Teams). The Contractor must:

(a) use their Fixinc email address exclusively for all Fixinc work and client communication;

(b) not use personal or alternative email addresses for any Fixinc business or client correspondence;

(c) use Fixinc's designated collaboration platforms (including Teams) for all internal communication relating to the Services; and

(d) ensure all work-related communications are conducted through Fixinc-provided channels to maintain security, confidentiality, and professional standards.

13.8 Breach of clause 13.7 may be treated as a material breach of this Agreement.

13.9 This clause survives termination of this Agreement.

14. Termination

14.1 Either Party may terminate this Agreement by giving the notice period set out in Item 6 of Schedule 1.

14.2 Fixinc may terminate this Agreement immediately without notice if the Contractor:

(a) is charged with a criminal offence that, in Fixinc's reasonable opinion, brings the Contractor, Fixinc, or its clients into disrepute;

(b) engages in unlawful conduct or conduct that exposes Fixinc to liability;

(c) engages in fraudulent, dishonest conduct or serious misconduct;

(d) refuses or materially fails to perform the Services;

(e) becomes insolvent, bankrupt, or enters into any arrangement with creditors;

(f) breaches this Agreement and fails to rectify the breach within 7 days of written notice;

(g) fails to maintain required insurance coverage (where no waiver has been granted);

(h) loses the legal right to work in their jurisdiction or to provide services to Fixinc;

(i) breaches the AI or data handling restrictions in clause 11 or the NDA;

(j) breaches the non-compete provisions in clause 9; or

(k) fails to notify Fixinc within 72 hours of inability to conduct Services or fails to attend scheduled appointments without notice.

14.3 Either Party may terminate immediately if the other Party goes into liquidation, receivership, or official management.

14.4 Termination does not affect accrued rights and obligations prior to termination or provisions expressed to survive termination.

15. Obligations on Termination

15.1 Upon termination or request, the Contractor must within 7 days:

(a) return all Fixinc property, including equipment, documents, and materials;

(b) permanently delete all Fixinc-related data from personal devices, with evidence provided to Fixinc or deletion conducted over a shared video meeting;

(c) hand over, cancel, or remove any accounts created during the engagement; and

(d) provide a written declaration confirming completion of the above.

15.2 The Contractor must ensure all project documentation and work in progress is up to date and handed over to Fixinc.

16. Health and Safety

16.1 The Contractor must comply with the Health and Safety at Work Act 2015 (New Zealand) and equivalent legislation in any jurisdiction where Services are performed.

16.2 The Contractor must comply with all site-specific health and safety requirements at Fixinc premises, client locations, or any other work areas.

16.3 The Contractor must not introduce hazardous substances, materials, or items to any worksite.

16.4 Breach of health and safety requirements may result in immediate termination.

17. Drug and Alcohol

17.1 The Contractor must not perform Services while impaired or potentially impaired by drugs or alcohol.

17.2 Fixinc may require drug or alcohol testing in specific circumstances, including where the Contractor's actions, appearance, or behaviour suggest impairment, or where required by a client site. Testing will be conducted by a reliable external agency.

17.3 The Contractor agrees to be tested if asked, follow testing procedures, not tamper with tests or results, and consent to results being provided to Fixinc.

17.4 Failure to comply with this clause may be treated as serious misconduct and grounds for immediate termination.

18. Compliance with Laws

18.1 Each Party must comply with all applicable laws, regulations, and standards, including:

(a) Anti-Money Laundering and Counter-Terrorism Financing laws;

(b) laws prohibiting modern slavery, forced labour, and human trafficking;

(c) economic and trade sanctions imposed by relevant authorities;

(d) anti-bribery and anti-corruption laws; and

(e) any other applicable laws relating to ethical business practices.

18.2 If a Party becomes aware of any actual or suspected violation, they must promptly notify the other Party and take appropriate steps to investigate and remediate.

18.3 Breach of this clause is a material breach and may result in immediate termination.

19. International Contractors

19.1 Where the Contractor is based outside New Zealand, the Contractor confirms that:

(a) they are compliant with all tax obligations in their jurisdiction;

(b) they have the legal right to provide services in their jurisdiction; and

(c) they will notify Fixinc of any change affecting their ability to legally provide services.

19.2 Fixinc has no obligation to withhold taxes on payments to international Contractors unless required by law. Where withholding is required, Fixinc will provide evidence of amounts withheld.

19.3 Loss of the legal right to provide services is grounds for immediate termination under clause 14.2(h).

20. Indemnification

20.1 The Contractor indemnifies Fixinc against all liabilities, claims, damages, losses, and expenses arising from:

(a) the Contractor's breach of this Agreement or the NDA;

(b) the Contractor's negligence or wilful misconduct;

(c) any claim that the Contractor's Background IP infringes third-party rights;

(d) any data security breach caused by the Contractor; and

(e) any determination by a tax authority or court that the relationship constitutes employment, or any failure by the Contractor to meet tax obligations.

21. No Employment or Partnership

21.1 This Agreement does not create an employment relationship. The Contractor is engaged as an independent contractor and retains responsibility for the management and direction of how they provide the Services.

21.2 Nothing in this Agreement creates a partnership, joint venture, or agency relationship. Neither Party has authority to bind the other without specific written consent.

21.3 The Contractor confirms they have no entitlement to annual leave, sick leave, public holidays, KiwiSaver contributions, or other employee benefits. Payment arises only for actual Services provided.

21.4 Fixinc may engage other contractors to provide the same or similar services. Allocation of work is at Fixinc's sole discretion.

22. Disputes

22.1 The Parties will attempt to resolve any dispute through good faith discussion.

22.2 If not resolved within 30 days, the dispute will be referred to mediation under the AMINZ Mediation Protocol. The mediator and fees will be agreed between the Parties or determined by the AMINZ Chairperson.

22.3 If not resolved through mediation within 30 days of mediator appointment, the dispute will be referred to arbitration under the Arbitration Act 1996 (NZ) and AMINZ Arbitration Rules. The arbitrator's decision is final and binding.

22.4 Nothing prevents either Party from seeking urgent interim relief from a court.

23. General Provisions

23.1 Governing Law: This Agreement is governed by the laws of New Zealand. Each Party submits to the exclusive jurisdiction of the New Zealand courts.

23.2 Assignment: Neither Party may assign this Agreement without the other's written consent.

23.3 Severability: If any provision is unenforceable, illegal, or void, it is severed and the remainder continues in force.

23.4 Entire Agreement: This Agreement, together with the Schedules and the NDA, constitutes the entire agreement and supersedes all prior agreements on this subject matter.

23.5 Variation: Amendments must be in writing and signed by both Parties.

23.6 Waiver: A Party's failure to exercise a right does not waive that right. Waivers must be in writing and apply only to the specific instance.

23.7 Notices: Notices must be in writing and sent by email to the addresses in Schedule 1, or by registered post to Fixinc at PO Box 439, Rangiora Mailbox Lobby, Christchurch, 7440, New Zealand.

23.8 Confidentiality of Schedule 1: Schedule 1 contains commercially sensitive information and may be redacted by Fixinc when sharing this Agreement with third parties, including clients.

23.9 Survival: Clauses 5.4, 5.5, 6.4, 10, 11, 12, 13, 15, 20, and this clause 23 survive termination of this Agreement.

Execution

The Parties have executed this Agreement as of the date last signed via the details provided on this page.