Program Terms & Conditions

These Program Terms and Conditions ("Agreement") constitute a binding agreement between Fixinc Consulting Partners Limited (NZBN 9429047125490), trading as Fixinc ("Fixinc", "we", "us", "our"), and the Client identified in the Proposal ("Client", "you", "your"). By signing a Proposal or engaging Fixinc for Advisory Services, the Client agrees to be bound by this Agreement.

PART A: DEFINITIONS AND INTERPRETATION

1. Definitions

1.1 In this Agreement, unless the context otherwise requires:

"Advisory Services" means the consulting, advisory, and professional services provided by Fixinc, excluding Technology Products, Fixinc Partner Programs, and any Expenses.

"Business Days" means any day other than a Saturday, Sunday, or public holiday in New Zealand.

"Calendar Days" means any day of the year, including weekends and public holidays.

"Client" means the organisation, company, or not-for-profit entity identified in the Proposal that engages Fixinc for Advisory Services.

"Client Materials" means any documents, data, information, logos, intellectual property, or other materials provided by the Client to Fixinc for the purposes of a Program.

"Confidential Information" means any information disclosed by one party to the other that is marked as confidential, or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including but not limited to business plans, financial information, technical data, trade secrets, client lists, and proprietary methodologies.

"Deliverables" means the documents, reports, plans, training materials, or other tangible outputs produced by Fixinc as part of a Program, as specified in the Proposal.

"Effective Date" means the date on which this Agreement comes into force, being the earlier of the date the Client signs the Proposal or the date the Engagement Meeting is completed.

"Engagement Meeting" means the initial meeting between Fixinc and the Client to finalise the scope, objectives, deliverables, and implementation plan for a Program.

"Establishment Fee" means the non-refundable deposit of 30% of the total Program Fees, payable upon execution of the Proposal.

"Expenses" means any costs incurred by Fixinc in connection with a Program that are not Advisory Services fees, including but not limited to travel, accommodation, venue hire, catering, training materials, third-party costs, subcontractor fees, and disbursements.

"Final Program Sign-Off" means the formal written acknowledgement by the Client, using a Fixinc-provided sign-off document, that all work under the Program has been completed to the Client's satisfaction.

"Fixinc IP" means Fixinc's pre-existing intellectual property, including templates, frameworks, methodologies, processes, tools, know-how, and any materials developed by Fixinc independently of any specific Program.

"Fixinc Partner Programs" means technology products, software, platforms, or services provided by third-party partners of Fixinc and resold or facilitated by Fixinc.

"Force Majeure Event" means any event beyond a party's reasonable control, including but not limited to natural disasters, pandemics, acts of war or terrorism, civil unrest, government actions or restrictions, failures of third-party telecommunications or power supply, and industrial disputes not involving the affected party's employees.

"Milestone" means a defined stage or checkpoint within a Program, as set out in the implementation plan agreed during the Engagement Meeting.

"Program" means any engagement, project, or scope of work undertaken by Fixinc on behalf of the Client comprising Advisory Services, as described in a Proposal.

"Program Fees" means the total fees payable by the Client for a Program, as set out in the Proposal, excluding Expenses.

"Proposal" means the written proposal or fee proposal issued by Fixinc to the Client, setting out the scope, deliverables, fees, and timeline for a Program.

"Technology Products" means any software, platforms, tools, or technology solutions that are not Advisory Services.

2. Interpretation

2.1 In this Agreement, unless the context otherwise requires:

(a) headings are for convenience only and do not affect interpretation;

(b) the singular includes the plural and vice versa;

(c) a reference to a clause is a reference to a clause of this Agreement;

(d) a reference to a party includes that party's successors, permitted assigns, and authorised representatives;

(e) where a word or phrase is defined, other grammatical forms of that word or phrase have corresponding meanings; and

(f) a reference to "writing" or "written" includes email.

PART B: ENGAGEMENT AND SCOPE

3. Engagement

3.1 Fixinc agrees to provide the Advisory Services described in the Proposal, and the Client agrees to pay the Program Fees and any applicable Expenses, in accordance with this Agreement.

3.2 By signing a Proposal, the Client is deemed to have agreed to this Agreement, whether or not the Client has formally executed this Agreement separately. In the event of any conflict between a Proposal and this Agreement, this Agreement prevails unless the Proposal expressly states that a specific term overrides this Agreement.

3.3 Fixinc assumes that any person signing a Proposal or other document on behalf of the Client has the authority to bind the Client to this Agreement. Fixinc is not responsible for verifying the signatory's authority.

4. Engagement Meeting and Scope

4.1 Prior to or shortly after commencement of a Program, Fixinc and the Client will conduct an Engagement Meeting to finalise the scope, objectives, deliverables, Milestones, and implementation plan for the Program.

4.2 The scope of work is limited to the Advisory Services described in the Proposal and agreed during the Engagement Meeting. Any work requested by the Client that falls outside the agreed scope constitutes additional work and will require a separate Proposal.

4.3 Milestones agreed during the Engagement Meeting may be adjusted by mutual agreement between the parties to accommodate scheduling requirements or unforeseen circumstances. Such adjustments do not constitute a variation to the Program Fees unless expressly agreed in writing.

5. Program Duration

5.1 The Program implementation period begins on the date agreed during the Engagement Meeting and is expected to be completed within the timeframe specified in the Proposal.

5.2 Programs are not to exceed 12 months from the commencement date agreed during the Engagement Meeting. If a Program exceeds 12 months due to circumstances attributable to the Client, Fixinc reserves the right to charge additional fees or adjust the hourly rate to reflect increased costs.

5.3 If a Program exceeds 12 months due to circumstances attributable to Fixinc, no additional fees will be charged for the extended period, and Fixinc will use reasonable endeavours to complete the Program as soon as practicable.

6. Client-Related Delays

6.1 Fixinc is not responsible for delays in Program completion caused by actions, inactions, or circumstances attributable to the Client. Client-Related Delays include, but are not limited to:

(a) failure to attend scheduled meetings or workshops;

(b) repeated rescheduling of Milestones or sessions;

(c) changes in key stakeholders or personnel causing continuity issues;

(d) delays in providing sign-off, approvals, or feedback;

(e) failure to respond to communications within a reasonable timeframe;

(f) delays in providing required documentation, data, or Client Materials;

(g) significant business disruption affecting the Client's ability to participate in the Program; and

(h) any other delays caused by the Client's failure to fulfil its obligations under this Agreement.

6.2 Client-Related Delays may result in an extension of the Program duration and potential adjustments to associated fees, subject to Fixinc providing the Client with reasonable notice and an opportunity to remedy the delay.

6.3 If a Program is paused due to Client-Related Delays and subsequently resumed and completed, Fixinc will take into account the nature and cause of any pauses when determining any fee adjustments.

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PART C: FEES AND PAYMENT

7. Program Fees and Payment Structure

7.1 The Client agrees to pay Fixinc the Program Fees as set out in the Proposal. Unless otherwise agreed in writing, Program Fees are payable in three instalments:

(a) Establishment Fee (30%): Due within 14 days of the Proposal being signed or before the Engagement Meeting is completed, whichever is later;

(b) Second instalment (35%): Due on the 20th day of the month immediately following the Establishment Fee invoice date, payable within 30 days; and

(c) Final instalment (35%): Due on the 20th day of the second month following the Establishment Fee invoice date, payable within 30 days.

7.2 The Establishment Fee is non-refundable and represents a deposit securing Fixinc's commitment to the Program. The Establishment Fee is non-negotiable.

7.3 The Client may elect to pay the full Program Fees upfront or to vary the instalment amounts, provided that:

(a) the minimum Establishment Fee of 30% is maintained;

(b) any alternative payment structure is communicated to Fixinc in writing no later than 7 Calendar Days after the Engagement Meeting; and

(c) the alternative payment structure is agreed by Fixinc in writing.

7.4 If the Client pays the full Program Fees upfront and subsequently cancels the Program, 30% of the total amount paid shall be retained by Fixinc as the non-refundable Establishment Fee, and the balance shall be dealt with in accordance with clause 13.

8. Invoicing and Payment Terms

8.1 Fixinc will issue invoices in accordance with the payment structure set out in clause 7 or as otherwise agreed. Invoices are payable within the timeframe specified on the invoice.

8.2 Payment must be made to the bank account specified on the invoice. Any bank fees or charges incurred for international payments shall be borne by the Client.

8.3 Fixinc will charge Goods and Services Tax (GST) where applicable and required by law. The total amount including GST will be reflected on invoices. If the Client is exempt from GST, evidence of exemption must be provided to Fixinc before the invoice is issued.

8.4 If the Client requires Fixinc to register as a supplier or obtain a purchase order number, the Client is solely responsible for completing any such requirements within the invoice due date period. Delays in obtaining purchase orders do not extend payment due dates.

9. Late Payment

9.1 If the Establishment Fee remains unpaid for more than 7 Calendar Days beyond the due date, Fixinc may suspend the Program and remove or modify any scheduled dates, at Fixinc's discretion. Fixinc reserves the right not to commence any work until payment is received.

9.2 If any invoice remains unpaid beyond the due date, Fixinc may charge interest on the overdue amount at the Reserve Bank of New Zealand Official Cash Rate plus 5% per annum, calculated daily from the due date until payment is received in full.

9.3 Fixinc reserves the right to suspend Program work, reschedule Milestones, or take other appropriate actions to address late payments. Program activities may be suspended until all outstanding amounts are settled.

9.4 If any invoice remains unpaid for more than 70 Calendar Days, Fixinc may:

(a) engage a debt collection agency to recover the outstanding amount;

(b) commence legal proceedings to recover the outstanding amount; and/or

(c) cancel all services in accordance with clause 13.

9.5 The Client shall be liable for all reasonable costs incurred by Fixinc in recovering overdue amounts, including debt collection fees, legal fees, and court costs.

10. Expenses

10.1 Expenses are not included in the Program Fees and are charged separately. Expenses may include, but are not limited to, travel, accommodation, meals, venue hire, catering, training materials, and third-party costs.

10.2 Before incurring any Expenses, Fixinc will provide the Client with an estimate of anticipated costs and obtain the Client's written approval. Fixinc will endeavour to provide accurate estimates based on available quotes; however, the Client accepts that costs may fluctuate.

10.3 If Expenses exceed the approved estimate by more than 10%, Fixinc will seek further approval from the Client before incurring the additional cost.

10.4 The Client may decline the incurring of Expenses by providing written notice to Fixinc before any arrangements are made. If the Client declines Expenses, Fixinc may adjust the scope of work to be delivered virtually or by alternative means.

10.5 Fixinc will provide the Client with documentation of all incurred Expenses, including receipts and invoices from third-party suppliers.

10.6 Expenses are payable within the timeframe specified on the invoice. Failure to pay Expenses may result in suspension of Program activities requiring those Expenses.

10.7 If Fixinc determines that urgent travel is required for operational reasons and the Client has not requested such travel, Fixinc will bear those costs. If travel is required as part of the agreed scope of work, the Client is responsible for the associated Expenses.

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PART D: SERVICE DELIVERY

11. Client Obligations

11.1 The Client agrees to:

(a) designate a primary contact person with authority to make decisions, provide approvals, and coordinate the Program on behalf of the Client;

(b) ensure the primary contact person or an appropriate delegate is available during reasonable business hours throughout the Program;

(c) provide Fixinc with all information, documentation, and Client Materials reasonably required for the Program in a timely manner;

(d) ensure appropriate personnel are available to attend meetings, workshops, and other Program activities as scheduled;

(e) provide timely feedback, approvals, and sign-offs as required;

(f) notify Fixinc promptly of any changes to key personnel, organisational structure, or other matters that may affect the Program; and

(g) comply with all other obligations set out in this Agreement and the Proposal.

11.2 If the Client fails to fulfil its obligations under this clause and such failure hinders the provision of Advisory Services, Fixinc may exercise its rights under clause 6 (Client-Related Delays) and clause 13 (Cancellation and Termination).

12. Nature of Advisory Services

12.1 The Advisory Services provided by Fixinc are advisory in nature and are based on professional judgement and industry expertise. Fixinc does not guarantee specific business outcomes, results, or return on investment.

12.2 The implementation of any advice, recommendations, or Deliverables is at the sole discretion of the Client. Fixinc is not responsible for how the Client uses or implements the Advisory Services or Deliverables.

12.3 Fixinc shall not be liable for any claims arising from the outcome of any disruptive event, crisis, or incident affecting the Client's business. The Client acknowledges that Fixinc's Advisory Services are designed to assist with preparedness and resilience but cannot predict, prevent, or control the outcome of such events.

12.4 The Client acknowledges that any future events, decisions, or actions taken by the Client are within the Client's control, and Fixinc cannot be held responsible for outcomes resulting from such events, decisions, or actions.

13. Cancellation and Termination

13.1 Training Cancellation: If a training activity is cancelled by the Client within 7 Business Days of the confirmed date, Fixinc may charge a cancellation fee of 50% of the total training session fee. A full fee applies for cancellations made within 24 hours of the training event. These fees are to cover costs and time associated with preparation.

13.2 General Cancellation: If the Client wishes to cancel a Program for any reason other than training cancellation under clause 13.1, the Client must provide written notice to Fixinc specifying the reasons for cancellation. Upon cancellation:

(a) the Establishment Fee is non-refundable;

(b) cancellation fees may apply based on work completed and costs committed by Fixinc;

(c) any third-party costs already incurred by Fixinc (including subcontractor fees, travel bookings, and venue hire) are non-refundable and payable by the Client; and

(d) Fixinc will provide the Client with Deliverables completed up to the date of cancellation, to the extent practicable.

13.3 Termination by Fixinc: Fixinc may terminate a Program immediately by written notice if:

(a) the Client fails to pay any invoice within 70 Calendar Days of the due date;

(b) the Client commits a material breach of this Agreement and fails to remedy the breach within 14 Calendar Days of receiving written notice; or

(c) the Client becomes insolvent, enters liquidation or receivership, or is otherwise unable to pay its debts.

13.4 Upon termination under clause 13.3, all fees paid remain non-refundable, and any outstanding fees become immediately due and payable.

13.5 The Client retains the option to restart a cancelled Program at a later date, subject to a new Proposal and new terms. Fixinc may take into account previous Programs and fees paid when preparing a new Proposal.

14. Program Completion and Sign-Off

14.1 Upon completion of all work under a Program, Fixinc will provide the Client with written confirmation that the Program is complete and request Final Program Sign-Off.

14.2 The Client must complete Final Program Sign-Off within 14 Calendar Days of receiving Fixinc's written confirmation of completion. If the Client does not respond within 14 Calendar Days and has not raised any specific concerns in writing, the Program shall be deemed complete and accepted by the Client.

14.3 If the Client requests additional work after Final Program Sign-Off or deemed acceptance, such work will be charged at Fixinc's then-current hourly rates and will require a separate Proposal.

15. Subcontracting

15.1 Fixinc may engage subcontractors, including partner businesses and individual contractors, to deliver all or part of a Program. By signing a Proposal, the Client agrees that Fixinc has conducted appropriate due diligence on its subcontractors.

15.2 Fixinc remains fully responsible to the Client for the performance of any subcontracted work. The engagement of subcontractors does not relieve Fixinc of its obligations under this Agreement.

15.3 All Fixinc subcontractors are bound by confidentiality agreements, non-disclosure agreements, and contractor agreements. Copies of these agreements are available to the Client upon request.

15.4 If the Client has concerns about a particular subcontractor, the Client may raise those concerns with Fixinc in writing. Fixinc will consider the concerns and, where reasonably practicable, may engage an alternative subcontractor.

15.5 Upon request, Fixinc will provide the Client with details of subcontractors engaged to deliver the Client's Program.

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PART E: INTELLECTUAL PROPERTY

16. Ownership of Intellectual Property

16.1 Fixinc IP: All Fixinc IP remains the property of Fixinc. The Client has no ownership rights in Fixinc IP.

16.2 Deliverables: Deliverables produced for the Client may contain both Fixinc IP (such as underlying templates, frameworks, and methodologies) and Client-specific content (such as the Client's business information, procedures, and customisations).

16.3 Licence to Client: Fixinc grants the Client a non-exclusive, perpetual, royalty-free licence to use the Deliverables, including any Fixinc IP contained within them, for the Client's internal business purposes. This licence:

(a) survives termination or expiry of this Agreement;

(b) permits the Client to modify the Client-specific content within the Deliverables; and

(c) does not permit the Client to modify, reverse engineer, or create derivative works from Fixinc IP.

16.4 The Client may not share, sell, sublicence, or distribute Fixinc IP or Deliverables to any third party without Fixinc's prior written consent.

16.5 Client Materials: All Client Materials remain the property of the Client. Where Deliverables are created jointly using Client Materials and Fixinc IP, the Client owns the Client-specific elements and Fixinc retains ownership of the Fixinc IP elements.

16.6 Fixinc will implement reasonable security measures to protect Client Materials and intellectual property while in Fixinc's possession. Fixinc is not liable for unauthorised access or breaches caused by events beyond Fixinc's reasonable control.

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PART F: CONFIDENTIALITY AND DATA PROTECTION

17. Confidentiality

17.1 Each party agrees to keep confidential all Confidential Information received from the other party and not to disclose, copy, reproduce, or make use of it except as required for the performance of this Agreement or with prior written approval.

17.2 The obligations in clause 17.1 do not apply to Confidential Information that:

(a) is or becomes publicly available through no fault of the receiving party;

(b) was already known to the receiving party before disclosure;

(c) is independently developed by the receiving party without use of Confidential Information; or

(d) is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt notice to the disclosing party (where permitted) and limits disclosure to the minimum required.

17.3 The confidentiality obligations in this clause 17 survive termination or expiry of this Agreement for a period of 3 years.

17.4 Full details of Fixinc's confidentiality practices are set out in Fixinc's Confidentiality Policy, available upon request.

18. Privacy and Data Protection

18.1 Fixinc will collect, store, and process personal data in accordance with applicable privacy and data protection laws, including the Privacy Act 2020 (New Zealand).

18.2 Fixinc has implemented appropriate technical and organisational measures to protect Client data. However, Fixinc cannot guarantee absolute security and is not liable for breaches caused by events beyond Fixinc's reasonable control, including malicious acts by third parties.

18.3 In the event of a data breach affecting the Client's data, Fixinc will notify the Client within a reasonable timeframe and take appropriate steps to mitigate the breach.

18.4 The Client retains the right to access, correct, or request deletion of their data held by Fixinc. Requests for data deletion may affect Fixinc's ability to continue providing Advisory Services.

18.5 Fixinc may transfer Client data across international borders as required for the Program. Fixinc will ensure any such transfers comply with applicable data protection laws.

18.6 Full details of Fixinc's data handling practices are set out in Fixinc's Privacy Policy and Data Protection Policy, available on the Fixinc website or upon request.

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PART G: LIABILITY AND INDEMNIFICATION

19. Limitation of Liability

19.1 To the maximum extent permitted by law, Fixinc's total aggregate liability to the Client under or in connection with this Agreement, whether in contract, tort (including negligence), statute, or otherwise, shall not exceed the total Program Fees paid by the Client in the 12-month period immediately preceding the event giving rise to the claim.

19.2 To the maximum extent permitted by law, Fixinc shall not be liable to the Client for:

(a) any indirect, consequential, special, or incidental loss or damage;

(b) any loss of profits, revenue, business, goodwill, or anticipated savings;

(c) any loss of data or corruption of data;

(d) any losses arising from the Client's use, misuse, or implementation of Deliverables or Advisory Services;

(e) any losses caused by third parties, including subcontractors, where Fixinc has exercised reasonable care in their selection and oversight; or

(f) any losses arising from circumstances beyond Fixinc's reasonable control.

19.3 Fixinc maintains Professional Indemnity insurance, Public Liability insurance, Management Liability/Directors and Officers insurance, and Cyber/IT insurance. Details of coverage are available upon request.

19.4 Nothing in this clause 19 excludes or limits liability that cannot be excluded or limited by applicable law.

20. Indemnification

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

(a) the Client's breach of this Agreement;

(b) the Client's use or implementation of Advisory Services or Deliverables;

(c) any claims by third parties arising from the Client's actions or omissions; and

(d) any inaccurate, incomplete, or misleading information or Client Materials provided by the Client.

20.2 Fixinc indemnifies the Client against all liabilities, claims, demands, damages, losses, costs, and expenses arising from:

(a) Fixinc's wilful misconduct or gross negligence;

(b) any infringement of third-party intellectual property rights caused by Fixinc IP; and

(c) Fixinc's material breach of this Agreement.

20.3 Any indemnification under this clause 20 is subject to the liability cap in clause 19.1.

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PART H: ADDITIONAL TERMS

21. Health and Safety

21.1 Where Fixinc personnel enter the Client's premises, Fixinc will comply with the Client's site-specific health and safety requirements. The Client must provide Fixinc with relevant health and safety documentation before Fixinc personnel attend the premises.

21.2 If Fixinc or its personnel breach health and safety requirements, the Client may require Fixinc to immediately suspend work and/or leave the premises, without prejudice to the Client's other rights under this Agreement.

22. Use of Client Logo and Materials

22.1 Fixinc may request permission to use the Client's logo and related materials in promotional materials, including the Fixinc website, social media, and marketing communications.

22.2 Fixinc will not use the Client's logo or materials without the Client's prior written consent. Any content that mentions or refers to the Client will be provided to the Client for review and approval before publication.

22.3 If the Client provides consent, Fixinc may modify the Client's logo for colour or format consistency with Fixinc branding, subject to the Client's approval of any modifications.

22.4 The Client may withdraw consent for use of their logo or materials at any time by providing written notice. Fixinc will remove such materials from its website and channels within a reasonable timeframe, though removal from external or third-party sources cannot be guaranteed.

23. Force Majeure

23.1 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by a Force Majeure Event, provided that the affected party:

(a) notifies the other party as soon as reasonably practicable (and no later than 5 Business Days) of the Force Majeure Event, its expected duration, and the obligations affected; and

(b) uses reasonable endeavours to minimise the impact of the Force Majeure Event and resume performance as soon as practicable.

23.2 Obligations affected by a Force Majeure Event are suspended for the duration of the event.

23.3 If a Force Majeure Event continues for more than 20 Calendar Days, either party may terminate this Agreement by giving at least 14 Calendar Days' written notice. Upon such termination, neither party shall be liable to the other except for rights and obligations that accrued before termination.

24. Dispute Resolution

24.1 If a dispute arises in connection with this Agreement, the parties agree to attempt to resolve the dispute through good faith negotiation in the first instance.

24.2 If the dispute cannot be resolved through negotiation within 14 Calendar Days, either party may refer the dispute to mediation. The parties will agree on a mediator based in New Zealand, and the costs of mediation will be shared equally.

24.3 If the dispute cannot be resolved through mediation within a further 28 Calendar Days, either party may commence legal proceedings in the courts of New Zealand.

24.4 Nothing in this clause prevents either party from seeking urgent interlocutory relief from a court of competent jurisdiction.

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PART I: RELATED POLICIES AND PROGRAMS

25. Related Policies and Programs

25.1 The following Fixinc policies and programs apply to the Client's engagement with Fixinc and are incorporated by reference:

(a) Fixinc Loyalty Program Terms and Conditions - governing the Fixinc Loyalty Program, which provides eligible Clients with rewards for their ongoing engagement with Fixinc;

(b) Short Pay Program Terms and Conditions - governing the Short Pay Program, which is available to eligible first-time Clients as set out in those terms;

(c) Privacy Policy - setting out how Fixinc collects, stores, and uses personal information;

(d) Confidentiality Policy - setting out Fixinc's approach to confidential information; and

(e) Data Protection Policy - setting out Fixinc's approach to data security and protection.

25.2 Copies of these policies are available on the Fixinc website or upon request. In the event of any conflict between this Agreement and any related policy:

(a) this Agreement prevails in respect of matters relating to service delivery and Program Fees; and

(b) the relevant policy prevails in respect of matters specifically governed by that policy.

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PART J: GENERAL PROVISIONS

26. Governing Law and Jurisdiction

26.1 This Agreement is governed by and construed in accordance with the laws of New Zealand.

26.2 Subject to clause 24 (Dispute Resolution), any disputes arising from this Agreement are subject to the non-exclusive jurisdiction of the courts of New Zealand.

27. Assignment

27.1 Either party may assign or transfer its rights and obligations under this Agreement to a third party, provided that:

(a) the assigning party provides written notice to the other party; and

(b) the assignee agrees to be bound by the terms of this Agreement.

27.2 Assignment does not relieve the assigning party of any accrued obligations prior to the date of assignment.

28. Notices

28.1 Any notice required or permitted under this Agreement must be in writing and sent by email or registered post to:

(a) Fixinc: info@fixinc.org or PO Box 41105, Ferrymead Mailbox Lobby, Christchurch, 8023, New Zealand; and

(b) Client: the email address or postal address specified in the Proposal or as subsequently notified in writing.

28.2 A notice is deemed received:

(a) if sent by email, at the time of transmission unless the sender receives an automated delivery failure notification; and

(b) if deemed received outside Business Hours (9:00am to 5:00pm, New Zealand time), at 9:00am on the next Business Day.

29. Severability

29.1 If any provision of this Agreement is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, that provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect.

30. Waiver

30.1 A party's failure to exercise or enforce any right or provision of this Agreement does not constitute a waiver of that right or provision.

30.2 Any waiver of a right or provision must be in writing and signed by the waiving party. A waiver of one breach does not constitute a waiver of any subsequent breach.

31. Entire Agreement

31.1 This Agreement, together with any Proposal and the policies referenced in clause 25, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations, negotiations, and understandings.

31.2 No amendment to this Agreement is binding unless confirmed in writing and signed by both parties.

32. Survival

32.1 The following clauses survive termination or expiry of this Agreement: clause 16 (Intellectual Property), clause 17 (Confidentiality), clause 18 (Privacy and Data Protection), clause 19 (Limitation of Liability), clause 20 (Indemnification), clause 24 (Dispute Resolution), clause 26 (Governing Law), and this clause 32.

33. No Partnership or Agency

33.1 Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship between Fixinc and the Client. Neither party has authority to bind the other or incur obligations on the other's behalf.