Program Terms

These Terms and Conditions ("Agreement") represent a binding agreement between Fixinc Consulting Partners Limited (NZBN 9429047125490), trading as 'Fixinc,' (hereby known as ‘Fixinc’, ‘us’, ‘our’, ‘we’) and the Client (the company named on the Proposal connected to this Agreement). By engaging in our consulting programs and services, you acknowledge your understanding of, and agreement to, the terms outlined herein. These terms serve as a foundation for the professional collaboration between Fixinc and the Client, ensuring clear guidelines for the provision of services, payment obligations, and expectations on both sides. It is essential that you review and comprehend these terms before proceeding with our consulting programs.

This Agreement encompasses a range of clauses that address critical aspects of our engagement, including project duration, payment structure, service provision, confidentiality, intellectual property, and other key considerations. We've also taken into account the various scenarios that may arise during our partnership, such as changes in project scope, client-related delays, and the provision of additional services.

Please be aware that these terms are mutually agreed upon and designed to foster a productive and transparent collaboration. Any additional specific items or clauses that may need to be added or modified will be done so with your approval, ensuring that the terms remain aligned with the evolving needs of both parties.

It is our commitment at Fixinc to deliver high-quality consulting services that meet your expectations and contribute to your success as a truly resilient organisation. We appreciate your trust in our expertise, and we look forward to a fruitful partnership.

Should you have any questions or require further clarification on any aspect of these terms, please do not hesitate to reach out to us. Your understanding and adherence to these terms are crucial to the effective and successful execution of our consulting programs.

Thank you for choosing Fixinc as your consulting partner.

1.0: Project Implementation Period and Payment

1.1 - Project Duration: The project implementation period begins on the date of the Engagement Meeting between Fixinc and authorised representatives of the Client’s company and within the period agreed henceforth within this meeting.

1.2 - Maximum Project Duration: All projects are not to exceed a 12-month period from commencement date agreed during the ‘Engagement Meeting’. In the event that a project exceeds this timeframe, the client may be subject to additional costs or an increase in the hourly rate, proportional to inflation costs or relevant index.

1.3 -  Client-Related Delays: Fixinc cannot be held responsible for delays in project completion caused by actions, inactions, or information provided by the client. Any delays attributable to the client may result in an extension of the project duration and potential adjustments to associated fees.

1.4 - Program Scope Agreement: All program details and timescales will be mutually agreed upon during the Engagement Meeting between Fixinc and the client. The Engagement Meeting serves as a pivotal point for finalising the scope, objectives, and deliverables of the program.

2.0: Fee Structure and Excessive Time

2.1 - Fee Structure: The fee provided to the client encompasses the program's required hours, resources, or products. All time devoted to the program, whether for planning, execution, or evaluation, is considered within this fee structure.

2.2 - Excessive Time Clause: Should the program necessitate an excessive amount of time beyond the predetermined scope as a result of the client’s enforced delay (as noted in clause 1.2), the client may be required to bear additional costs. Fixinc will communicate any such circumstances and potential additional charges to the client for approval before proceeding.

3.0: Payment Terms

3.1 - Payment Schedule: The total payment is required upon the acceptance of this Fee Proposal and is due within 14 days of the invoice date.

3.2 - Additional Taxes and GST: Fixinc will charge additional taxes for Goods and Services (GST) where applicable and required by law, depending on the jurisdiction of services rendered and the total amount will be reflected in your invoices. If your organisation is tax exempt from taxes or GST for any reason, you must provide evidence of this to Fixinc prior to the invoice being charged. 

3.3 - Payment Method: Payment must be made to the nominated bank account as specified on the client's invoice. Any bank fees or charges incurred for international payments to Fixinc's bank account may be borne by the client. 

3.4 - Overdue Invoices and Penalty: Invoices are to be settled within the specified payment terms. In the event of an overdue invoice, Fixinc reserves the right to take the following actions:

3.5 - Purchase Orders or Supplier Contracts: If the Client requires Fixinc to register as a Supplier (or similar) and / or obtain a purchase order (‘PO number’), the Client understands this must be shared with Fixinc within the invoice due date period and any delays incurred as a result do not override the terms of clause 3.0.

3.6 - First Overdue Invoice: An initial reminder will be issued to the client and services may be suspended until the invoice is cleared.

3.7 - Second Overdue Invoice: In the case of a second recorded overdue invoice for a separate Fixinc program, Fixinc may impose a penalty fee equivalent to 10% of the invoice amount for each day the invoice remains unpaid until the outstanding amount is cleared.

3.8 - If invoices remain unpaid for a period in excess of 30 days, Fixinc may seek legal advice and remedies to collect payments owed and all services will be suspended and cancelled at any stage of the program's progress. 

4.0: Travel Expenses

4.1 - Travel Costs: Travel expenses originating from or within New Zealand will be billed to the client at cost on a monthly basis. These costs are additional to the quoted services and may encompass expenses like flights, accommodation, and meals. Fixinc is committed to charging fair and reasonable travel expenses that are relevant to the program.

5.0: Service Fees and Specifications

5.1 - Fee Acceptance: Fees are based on the acceptance of all services outlined in the Fee Proposal and are subject to the specifications.

5.2 - The scope of services is detailed in the Quote section of your proposal and all costs associated are inline with these services only.

6.0: Service Provision and Delays

6.1 - Service Hinderance: Should the Client hinder the provision of prescribed services within 12 months from the commencement date, and for subsequent 12-month periods, the affected services may be forfeited, with associated fees still payable.

6.2 - Scope Change and Additional Work: Any work requested by the Client that falls outside the scope defined in the 'Quote' section of the client's proposal will be considered additional work. This additional work will necessitate the creation of a separate proposal ID outlining the scope, objectives, and deliverables of the requested additional work.

6.3 - Additional Fees: The Client acknowledges that additional work may incur extra fees. These fees will be detailed in the additional proposal ID and are separate from the fees associated with the initial program or this proposal.

6.4 - Work Pause for Additional Work: In the event that additional work is requested during the course of an ongoing program, Fixinc reserves the right to temporarily pause the execution of the additional work until the initial or relevant program is satisfactorily progressed.

6.5 - Proposal Acceptance: The Client's approval of the additional proposal ID indicates acceptance of the scope and associated fees for the requested additional work. Work on the additional work will commence upon receipt of the Client's approval and agreement to the terms outlined in the additional proposal ID.

7.0: Cancellation and Changes

7.1 - Cancellation Policy: Fixinc reserves the right to impose a cancellation fee of 50% of the total session fee if a training activity is cancelled within 7 working days of the confirmed date after the Engagement Meeting. A full fee applies for cancellations made within 24 hours of the training event.

7.2 - Change of Services: Any changes to the services or variances from the specifications outlined in the approved Fee Proposal after service commencement must be agreed upon in writing by Fixinc and may lead to a fee adjustment or an additional proposal as mentioned in clause 5.4.

8.0: Services and Contact

8.1 - Service Agreement: Services, as defined in the attached Fee Proposal, will be rendered in accordance with the requirements specified in the signed Fee Proposal, prepared by Fixinc and signed by the Client's authorised representative.

8.2 - Authorised Signature: Fixinc assumes that any signature affixed to this Agreement or related documents is by an authorised representative of the Client's company, vested with the authority to bind the company to the terms herein.

8.3 - No Responsibility for Incorrect Signatures: Fixinc does not bear responsibility for the accuracy or correctness of the signature provided. The Client acknowledges that it is their responsibility to ensure that the signatory has proper authorisation.

8.4 - Payment Obligations: Regardless of the accuracy of the signature, the payment obligations outlined in this Agreement shall remain valid and enforceable. Any payment commitments initiated by the Client's signature, whether accurate or not, are subject to the terms and conditions specified in this Agreement.

8.5 - Designated Contact: The Client is to designate a suitable contact person to provide necessary information to Fixinc and coordinate Fixinc's activities on the designated site/s at all times.

8.5.A - Fixinc reserves the right to have continued access to a relevant and authorised member of the Clients company at all times during the program's implementation period. It is the Client’s responsibility to ensure that a representative of the Client is available during the program’s entire schedule between reasonable business hours.

8.6 - Advice-Only Nature: The consulting services provided by Fixinc are advisory in nature and are not intended as directives or guarantees of specific outcomes. The advice offered is based on professional judgement and industry expertise, and the implementation of such advice is at the discretion of the Client.

8.7 - No Claims for Disruptive Events: The Client acknowledges and agrees that Fixinc shall not be held liable for any existing, historic, or future claims arising from the outcome of any disruptive event or impact on the Client's business. Fixinc's advice and services are not intended to predict or control the outcome of such events.

8.8 - Client's Control over Future Events: The Client acknowledges that any events, decisions, or actions taken by the Client, whether in relation to the consulting services provided by Fixinc or otherwise, are entirely within the Client's control. Fixinc does not possess the ability to influence or direct the outcome of such events, decisions, or actions.

8.9 - No Responsibility for Event Outcomes: The Client acknowledges that Fixinc cannot be held responsible for any outcomes, positive or negative, resulting from future events or circumstances, whether related to the services provided under this specific program or otherwise.

9.0: Intellectual Property

9.1 - Ownership of Intellectual Property: Copyright and Intellectual Property in all advice, reports, specifications, calculations, and other documents provided by Fixinc will be vested and remain vested in Fixinc. The client has a licence to use such Intellectual Property for implementing advice given as part of the services.

9.2 - Client's Intellectual Property (IP): In the course of providing consulting services, Fixinc may require access to the Client's intellectual property (IP) or proprietary information. Fixinc is committed to implementing best practice procedures and safeguards to ensure the security and confidentiality of the Client's IP.

9.3 - Security Measures: Fixinc employs rigorous security measures to protect the Client's IP. These measures include industry-standard encryption, access controls, and regular security assessments to maintain the integrity and confidentiality of the Client's IP.

9.4 - No Responsibility for Unauthorised Access: While Fixinc takes every precaution to safeguard the Client's IP, the Client acknowledges and agrees that Fixinc cannot be held responsible for unauthorised access, data breaches, or breaches of security caused by bad actors or external threats beyond Fixinc's control.

9.5 - Non-Disclosure Agreement (NDA): Upon request, Fixinc is prepared to sign a separate Non-Disclosure Agreement (NDA) with the Client. The NDA would outline specific terms and conditions related to the protection of confidential information and intellectual property.

9.6 - Privacy Policy and Terms and Conditions: Fixinc's Privacy Policy and Terms & Conditions are available on our website and govern our approach to data protection and the terms of our engagements. The Client is encouraged to review these documents for further insights into our practices and obligations.

10.0: Confidentiality

10.1 - Confidential Information: Each party will treat the other party's confidential information as such and will not disclose, copy, reproduce, or make use of it except as required for the execution of the services or with prior written approval.

10.2 - Confidential Information: The Client acknowledges that during the course of our engagement, they may gain access to confidential information, trade secrets, proprietary methods, and other private materials belonging to Fixinc ("Confidential Information").

10.3 - Non-Disclosure Obligation: The Client undertakes not to disclose, distribute, reproduce, or share any Confidential Information of Fixinc without explicit written consent from Fixinc.

10.4 - Protection of Trade Secrets: The Client shall exercise due diligence in safeguarding Fixinc's trade secrets and ways of doing business, refraining from any action that could compromise or misappropriate these valuable assets.

10.5 - Consent for Sharing: If the Client intends to share any Confidential Information or proprietary materials, they must obtain express written consent from Fixinc prior to such sharing.

10.6 - Legal Measures for Violations: The Client acknowledges that any unauthorised disclosure or misuse of Fixinc's Confidential Information may result in legal action to protect Fixinc's interests and seek appropriate remedies.

11.0: Indemnification and Liability

11.1 - Indemnification: Each party will indemnify the other from liabilities, claims, demands, damages, and losses arising from wilful acts, omissions, neglect, misconduct, or material breaches of the agreement.

12.0: Warranty and Termination

12.1 - Limited Warranty: Fixinc provides no warranties or guarantees regarding service performance except as required by law or explicitly stated in the agreement.

12.2 - Client's Obligations: If the Client fails to proceed with services or provide necessary information within a specified timeframe, Fixinc may terminate the agreement, with costs payable by the Client.

13.0: Governing Law and Entire Agreement

13.0 - Governing Law: This agreement shall be governed by the laws of New Zealand.

13.1 - Entire Agreement: This Fee Proposal, Terms & Conditions, Privacy Policy and supporting documents constitute the entire agreement and supersede all prior agreements and negotiations.

14.0: Modification and Survival

14.1 - Modification: No modification, amendment, waiver, or termination of this agreement is binding unless confirmed in writing by both parties.

14.2 -  Survival: Any warranties, indemnities, or licences made under this agreement survive its termination.

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For questions or concerns about these terms, it is important to contact us or a representative of your program with Fixinc to discuss before signing for this proposal.