Program & Project Terms

The project implementation period for this project is 2 weeks, commencing on the acceptance of the fee proposal.Full payment is required on acceptance of this Fee Proposal and is due within 7 days of the invoice date.Travel expenses from New Zealand will be charged to the client at cost on a monthly basis and are additional to the quoted Services and may include flights, accommodation and meals.Fees are based on acceptance of all Services outlined in the Fee Proposal and subject to the Specifications.Should the provision of the prescribed Services be hindered due to reasons solely within the Client’s control and therefore not provided within 12 months from commencement date, and for any new 12-month period thereafter, those services may be forfeited for that 12-month period and the associated fees still payable.Fixinc reserves the right to charge a cancellation fee of 50% of the total session fee should a training activity be cancelled within 7 working days of the confirmed date. The full fee will apply if cancelled with 24 hours of the training event.Services (as defined in the attached fee proposal) will be provided in accordance with requirements specified in the signed Fee Proposal, prepared by Fixinc and signed by the Client’s authorised representative.  The Client shall designate an appropriate contact person to facilitate the provision of required information to Fixinc and to coordinate Fixinc activities on its site/s.  Any changes to the Services, as detailed in the approved Fee Proposal, or any variances from the Specifications outlined in the Fee Proposal after commencement of the Services, must be agreed to by Fixinc in writing and may be subject to a fee adjustment as determined by Fixinc. The Client agrees to pay the full amount for the Services specified within seven (7) days of invoice date.  For Services provided to the Client over a 12-month period, Fixinc reserves the right to review pricing in accordance with CPI increases on an annual basis.Copyright and Intellectual Property in all advice, reports, Specifications, calculations and other documents provided by Fixinc in connection with the Services provided shall be vested and shall remain vested in Fixinc. The client shall have a license to this Intellectual Property for the purpose of implementing advice given by Fixinc as part of the Services provided; however, the client shall not use or make copies of such documents in connection with any work other than the work comprised in the Services provided, or in any way infringe on Fixinc’s intellectual property, unless express approval in writing is given in advance by Fixinc.Each party will treat the Confidential Information of the other party as confidential information. A party will not at any time, whether during this Agreement or after completion of the Services, divulge or disclose either directly or indirectly to any person or persons or copy or reproduce or make use of, for any purposes other than as part of carrying out the Services, any Confidential Information except: with the other party’s prior written approval; in so far as may be reasonably necessary in the course of Fixinc performing its obligations under this Agreement; or as required by law. Notwithstanding the above, Confidential Information is defined as information that is by its nature confidential; that is marked as confidential or which is known to be confidential, or which the Client ought to have known was confidential.  For the avoidance of doubt, Confidential Information includes any tools, processes or methodologies introduced, developed for or delivered by Fixinc to the Client which remain the exclusive property of Fixinc subject to a license to the Client to use them as part of the Services. Confidential Information also includes trade secrets and Intellectual Property of Fixinc as well as this agreement and Fixinc’s terms of trade.On completion of the work by Fixinc, the Client will give notice that the Services have been delivered in accordance with the Client’s requirements and are deemed suitable for the purposes intended.  Fixinc at its sole discretion may sub-contract any part of the Services. In doing so, Fixinc will bear full responsibility for completion of such Services in accordance with this agreement.Each party will hereby indemnify the other party from and against any and all liabilities, claims, demands, suits, judgments, damages and losses including any costs, expenses and legal Fees incidental thereto that may occur against or be incurred by the other party, as a result of any willful act or omission, the neglect or misconduct of the party, arising out of the use of these Services, or any material breach of this Agreement, whether or not the Services are used.Fixinc does not give any warranty nor accept any liability in relation to the performance or non-performance of the Services provided except to the extent, if any, required by law or specifically provided for in this Agreement.If any warranty in respect of the Services provided would be implied whether by law, custom or otherwise, that warranty is to the full extent permitted by law hereby excluded.In the event that the Client fails to proceed with the Services or fails to provide information which Fixinc reasonably requires for the purpose of providing the Services, Fixinc may serve upon the Client a written notice to the Client’s registered address requiring the provision of such information, documents or software to enable the Services to proceed as supplied in the notice within 14 days. If the Client fails to comply within the specified time, Fixinc shall be at liberty to terminate this agreement without penalty by notice in writing to the Client & the Client shall pay Fixinc for its time & costs up to the date of termination based on a sum equal to 75% of the cost of the Services or an hourly charge at a rate of $350 per hour, whichever is the greater amount.This agreement shall be governed and construed in accordance with the laws of New Zealand.This Fee Proposal and these Terms & Conditions & any supporting documents constitutes the entire agreement in respect of the matters dealt with in this agreement & supersedes all prior agreements, understandings & negotiations in respect of the matters dealt with in this Fee Proposal and Terms & Conditions.No modification, amendment, waiver, termination or discharge of this Fee Proposal or Terms & Conditions will be binding upon either party unless confirmed by a written instrument executed by each party or a duly authorised officer thereof. Any warranty, indemnity or licenses made by a party pursuant to this Fee Proposal or Terms & Conditions survive the termination of this agreement.   ‍