Short Pay Program Terms and Conditions

1. Definitions

1.1 In these Short Pay Program Terms and Conditions ("these Terms"), unless the context otherwise requires:

1.1.1     "Advisory Services" means the consulting, advisory, and professional services provided by Fixinc Consulting Partners Limited ("Fixinc"), excluding technology products, Fixinc partner programs, and any travel or expense-related costs.

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

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

1.1.4     "Eligible Program" means a Program that meets all criteria set out in Clause 3 (Eligibility).

1.1.5     "Eligible Program Value" means the total Program fees, excluding:

1.1.5.1 the Establishment Fee; and

1.1.5.2 Excluded Costs.

1.1.6     "Establishment Fee" means the non-refundable payment of 30% of the total Program fees, payable upon execution of the Program proposal, as stipulated in the Program Terms and Conditions.

1.1.7     "Excluded Costs" means any of the following costs or fees, whether invoiced separately or as part of the Program fees:

1.1.7.1 technology products, software, or platforms;

1.1.7.2 third-party costs passed through to the Client;

1.1.7.3 travel and accommodation expenses;

1.1.7.4 licences or subscriptions purchased on the Client's behalf;

1.1.7.5 subcontractor fees engaged by Fixinc to deliver the Program;

1.1.7.6 disbursements incurred on the Client's behalf;

1.1.7.7 workshop venue hire, catering, or event costs;

1.1.7.8 training materials or courseware;

1.1.7.9 government, regulatory, or filing fees;

1.1.7.10       rush or expedited service premiums;

1.1.7.11       currency conversion fees; and

1.1.7.12       any other costs that are not direct Advisory Services fees charged by Fixinc.

1.1.8     "Final Program Sign-Off" means the formal sign-off process upon completion of the final Milestone of a Program, as described in Fixinc's Program Terms and Conditions.

1.1.9     "Loyalty Points" has the meaning given in the Fixinc Loyalty Program Terms and Conditions.

1.1.10  "Program" has the meaning given in Fixinc's Program Terms and Conditions, or any equivalent terms governing consulting or advisory engagements with Fixinc, however named.

1.1.11  "Refund Methods" means the methods by which a Short Pay refund may be provided to the Client, being:

1.1.11.1       reduction of the final outstanding invoice;

1.1.11.2       direct payment to the Client's nominated bank account;

1.1.11.3       credit to the Client's account with Fixinc for future services, which credit shall expire 12 months from the date of Fixinc's final determination under Clause 7; or

1.1.11.4       Loyalty Points, where the Client is eligible under the Fixinc Loyalty Program Terms and Conditions.

1.1.12  "Settlement" means the final determination by Fixinc of the refund amount (if any) payable to the Client under the Short Pay Program, and the Refund Method by which such refund will be provided.

1.1.13  "Short Pay" means the conditional refund available to eligible Clients under these Terms, through which a Client may request a partial refund of fees paid for Advisory Services where Fixinc has not met the Client's reasonable expectations.

1.1.14  "Short Pay Program" means the program governed by these Terms under which eligible Clients may submit a Short Pay Request and, subject to Fixinc's determination, receive a Short Pay.

1.1.15  "Short Pay Request" means a written request submitted by the Client in accordance with Clause 5 (Activation Requirements) to activate the Short Pay Program.

1.2 Terms defined in Fixinc's Program Terms and Conditions (including "Client," "Engagement Meeting," "Fee Proposal," "Milestone," and "Confidential Information") shall have the same meaning in these Terms unless expressly defined otherwise.

1.3 In these Terms, unless the context otherwise requires:

1.3.1     headings are for convenience only and do not affect interpretation;

1.3.2     the singular includes the plural and vice versa;

1.3.3     a reference to a Clause is a reference to a clause of these Terms; and

1.3.4     where a word or phrase is defined, other grammatical forms of that word or phrase have corresponding meanings.

2. Purpose and Overview

2.1 The Short Pay Program is a conditional refund program offered by Fixinc to eligible Clients as a mechanism for addressing genuine concerns about the delivery of Advisory Services. The Short Pay Program is designed to provide Clients with confidence when engaging Fixinc for the first time, and to demonstrate Fixinc's commitment to accountability and quality in its service delivery.

2.2 The Short Pay Program enables eligible Clients to request a partial refund of fees paid for Advisory Services where:

2.2.1         the quality of deliverables provided by Fixinc has not met the Client's reasonable expectations; or

2.2.2         the agreed scope of work, as documented in the Client's signed proposal, has not been delivered as agreed.

2.3 The Short Pay Program is intended to be exercised in good faith by both parties as a mechanism for addressing genuine concerns about service delivery. The Client agrees to raise concerns promptly and to engage constructively with Fixinc throughout any Short Pay Request process.

2.4 The Short Pay Program is not:

2.4.1         a guarantee of specific business outcomes, results, or return on investment arising from the Advisory Services;

2.4.2         an admission of liability, fault, or wrongdoing by Fixinc;

2.4.3         a substitute for raising concerns with Fixinc during the course of the Program, and the Client acknowledges that failure to raise concerns prior to Final Program Sign-Off may affect eligibility for the Short Pay Program as set out in Clause 3; or

2.4.4         available for reasons unrelated to the quality or delivery of Advisory Services, including changes in the Client's business circumstances, budget constraints, or dissatisfaction with outcomes caused by circumstances beyond Fixinc's reasonable control, including but not limited to acts of God, regulatory changes, third-party failures, or the Client's failure to implement Fixinc's recommendations.

2.5 The Short Pay Program is provided at Fixinc's sole discretion and forms part of Fixinc's commitment to building lasting partnerships with its Clients. Participation in the Short Pay Program does not create any contractual entitlement to receive a refund, except as expressly set out in these Terms.

2.6 In the event of any conflict between these Terms and any other agreement between Fixinc and the Client (including Fixinc's Program Terms and Conditions or individual proposal terms):

2.6.1         these Terms shall prevail in respect of all matters relating to the Short Pay Program; and

2.6.2         the relevant other agreement shall prevail in respect of all matters relating to service delivery and the provision of Advisory Services.

3. Eligibility

3.1 The Short Pay Program is available only to Clients who meet all of the eligibility criteria set out in this Clause 3. Fixinc reserves the right to determine, at its sole discretion, whether a Client meets the eligibility criteria.

3.2 The Short Pay Program applies exclusively to Programs comprising Advisory Services. Technology products, Fixinc partner programs, subscriptions, and any other non-Advisory Services components are not eligible for the Short Pay Program.

3.3 The Short Pay Program is available only in respect of the Client's first Program with Fixinc. For the purposes of this Clause:

3.3.1         "first Program" means the first Program signed by the Client via Fixinc's digital signature tool or equivalent written acceptance;

3.3.2         if a Client has not engaged Fixinc for any Program for a continuous period of five (5) years or more, that Client may be treated as a new Client for the purposes of Short Pay eligibility, subject to Fixinc's discretion; and

3.3.3         notwithstanding Clause 3.3.2, a Client who has previously received a Short Pay refund is permanently ineligible for any future Short Pay, regardless of the time elapsed since their last engagement with Fixinc.

3.4 The Short Pay Program is available only for Programs with a total value of $6,000 NZD or above. For the purposes of this threshold, the total value includes the Establishment Fee and all invoiced amounts under the Program, but excludes Excluded Costs.

3.5 The Short Pay Program is available only in respect of Programs that have been completed in full, including Final Program Sign-Off. Programs that are terminated early by either party, for any reason, are not eligible for the Short Pay Program.

3.6 To be eligible for the Short Pay Program, the Client must have raised concerns regarding the quality or delivery of Advisory Services prior to Final Program Sign-Off. For the purposes of this Clause:

3.6.1         concerns may initially be raised via any documented communication, including email, meeting notes, or messages via the Client portal; and

3.6.2         concerns must be formalised in writing by the Client via email to info@fixinc.org and the Client's designated account manager at Fixinc, prior to Final Program Sign-Off.

3.7 If a Client has multiple Programs commencing simultaneously that would otherwise each qualify as the Client's "first Program," the Short Pay Program shall apply only to the Program with the lowest total value. All other simultaneous Programs are not eligible.

3.8 The Short Pay Program must be expressly offered to the Client in the scope of their proposal and these Terms must be appended to or referenced in that proposal (whether in digital or print format). Clients who were not offered the Short Pay Program in their proposal are not eligible, and no retrospective eligibility will be granted.

3.9 The Client must be in good financial standing with Fixinc at the time of submitting a Short Pay Request. For the purposes of this Clause:

3.9.1         "good financial standing" means the Client has no overdue invoices with Fixinc, or is on a payment plan agreed in writing with Fixinc;

3.9.2         if the Client has any overdue invoices at the time of submitting a Short Pay Request, the Short Pay Request will not be accepted until all outstanding amounts are paid or a payment plan is agreed; and

3.9.3         if Fixinc reasonably determines that the Client is using invoice delays as a mechanism to offset or pre-empt a Short Pay refund, the Client's eligibility for the Short Pay Program shall be void.

3.10                              The Short Pay Program is not available where the Client has undergone a change of control, merger, acquisition, or assignment of its business (in whole or in part) during the course of the Program or prior to submitting a Short Pay Request. Eligibility does not transfer to any successor entity.

3.11                              The Short Pay Program is not available to any Client who has initiated, or is party to, formal dispute resolution proceedings, legal proceedings, or any other adversarial process against Fixinc in relation to the Program or any other matter. The Short Pay Program is intended as an alternative to formal disputes, not a parallel process.

3.12                              If a Program is paused due to non-payment, Client-related delays, or other circumstances attributable to the Client, and is subsequently resumed and completed, that Program may remain eligible for the Short Pay Program at Fixinc's discretion. However, Fixinc will take into account the nature and cause of any pauses or delays when determining any Short Pay refund amount under Clause 7.

4. Exclusions

4.1 The eligibility exclusions for the Short Pay Program are set out in Clause 3 (Eligibility). Clients who do not meet all eligibility criteria, or who fall within any of the exclusions specified in Clause 3, are not entitled to submit a Short Pay Request.

4.2 The following costs and amounts are excluded from the calculation of any Short Pay refund and do not form part of the Eligible Program Value:

4.2.1     the Establishment Fee;

4.2.2     all Excluded Costs as defined in Clause 1 (Definitions);

4.2.3     any amounts already credited, refunded, or otherwise adjusted in the Client's favour under any other arrangement, agreement, or settlement with Fixinc;

4.2.4     any amounts that are the subject of a current or outstanding dispute between the Client and Fixinc, whether under these Terms or any other agreement; and

4.2.5     any other costs that Fixinc, at its sole discretion, determines were incurred at the Client's specific request or for the Client's sole benefit, where such costs fall outside the standard scope of Advisory Services.

4.3 For the avoidance of doubt, the maximum Short Pay refund is calculated as 30% of the Eligible Program Value, being the total Program fees less the Establishment Fee and all amounts excluded under Clause 4.2.

5. Activation Requirements

5.1 To activate the Short Pay Program, the Client must submit a Short Pay Request in accordance with this Clause 5. A Short Pay Request that does not comply with the requirements of this Clause may be rejected by Fixinc without further consideration.

5.2 The Client must submit a Short Pay Request within 60 Calendar Days of Final Program Sign-Off. Short Pay Requests submitted after this period will not be accepted, and the Client's eligibility for the Short Pay Program will lapse.

5.3 A Short Pay Request must be submitted in writing via email to both:

5.3.1     info@fixinc.org; and

5.3.2     the Client's designated account manager at Fixinc.

5.4 A Short Pay Request must be submitted digitally via email or as a digitally transmitted letter on the Client's official letterhead. Physical submissions sent by post or other non-digital means will not be accepted.

5.5 A Short Pay Request must include the following information and supporting evidence:

5.5.1     the Client's name, contact details, and the name of the relevant Program;

5.5.2     a clear statement that the Client wishes to activate the Short Pay Program;

5.5.3     a detailed description of the Client's concerns, including specific reference to:

5.5.3.1 any deliverables or scope items from the signed proposal that the Client believes were not delivered as agreed; and/or

5.5.3.2 any specific instances where the quality of deliverables did not meet the Client's reasonable expectations, including evidence of the quality concerns;

5.5.4     reference to any prior documented communications in which the Client raised concerns during the Program, as required under Clause 3.6; and

5.5.5     any other supporting documentation the Client considers relevant to their Short Pay Request.

5.6 The Client must provide sufficient detail and evidence to enable Fixinc to investigate the concerns raised. Vague or unsubstantiated claims may result in the Short Pay Request being declined.

5.7 Upon receipt of a Short Pay Request, Fixinc will:

5.7.1     acknowledge receipt of the Short Pay Request in writing within 5 Business Days; and

5.7.2     confirm whether the Short Pay Request meets the formal requirements of this Clause 5, or request additional information from the Client if the submission is incomplete.

5.8 If Fixinc requests additional information under Clause 5.7.2, the Client must provide the requested information within 10 Business Days of the request. Failure to provide the requested information within this period may result in the Short Pay Request being declined.

5.9 A Short Pay Request is not considered validly submitted until Fixinc has acknowledged receipt in accordance with Clause 5.7.1. The date of Fixinc's acknowledgement shall be the effective date of the Short Pay Request for the purposes of these Terms.

5.10                The Client may withdraw a Short Pay Request at any time prior to Settlement by providing written notice to Fixinc via email to info@fixinc.org and the Client's designated account manager. Upon withdrawal:

5.10.1  the Short Pay Request shall be deemed finalised with no refund payable;

5.10.2  the Client's one-time entitlement to the Short Pay Program shall be exhausted, and the Client may not submit a subsequent Short Pay Request in respect of the same Program or any other Program; and

5.10.3  withdrawal is final and cannot be reversed, even if the Client remains within the 60 Calendar Day period specified in Clause 5.2.

6. Investigation and Review

6.1 Upon valid submission of a Short Pay Request in accordance with Clause 5, Fixinc will conduct an investigation into the concerns raised by the Client.

6.2 Fixinc will complete its investigation and provide the Client with a final determination within 30 Calendar Days of the effective date of the Short Pay Request (being the date of Fixinc's acknowledgement under Clause 5.9). Fixinc may extend the investigation period by a further 14 Calendar Days by providing written notice to the Client prior to the expiry of the initial 30 Calendar Day period.

6.3 During the investigation, Fixinc may:

6.3.1     review all documentation relating to the Program, including the signed proposal, scope of work, deliverables, meeting notes, correspondence, and any other relevant records;

6.3.2     review the concerns raised by the Client in the Short Pay Request and any supporting evidence provided;

6.3.3     review any prior documented communications in which the Client raised concerns during the Program;

6.3.4     consult with Fixinc personnel involved in the delivery of the Program;

6.3.5     request additional information or clarification from the Client, which the Client must provide within 10 Business Days of the request; and

6.3.6     conduct any other inquiries Fixinc considers necessary to assess the Short Pay Request.

6.4 Fixinc may, at its discretion, arrange a meeting with the Client to discuss the Short Pay Request and the Client's concerns. This meeting may be held in person or virtually, at Fixinc's discretion. If a meeting is arranged, the Client agrees to participate in good faith and to provide any further information or clarification reasonably requested by Fixinc.

6.5 In conducting its investigation, Fixinc will consider all relevant factors, including but not limited to:

6.5.1     whether the deliverables and scope of work were completed as documented in the signed proposal;

6.5.2     whether any shortfall in deliverables or quality was attributable to Fixinc, the Client, or circumstances beyond either party's control;

6.5.3     whether the Client raised concerns during the Program and the nature of Fixinc's response to those concerns;

6.5.4     any Client-related delays, pauses, or other factors that may have affected the delivery of the Program;

6.5.5     the overall context of the engagement, including the Client's level of participation and cooperation throughout the Program; and

6.5.6     any other matters Fixinc considers relevant to a fair assessment of the Short Pay Request.

6.6 If the Client fails to participate in any meeting arranged under Clause 6.4, or fails to provide additional information requested under Clause 6.3.5 within the specified timeframe, Fixinc may:

6.6.1     proceed to make a determination based on the information available; or

6.6.2     decline the Short Pay Request.

6.7 Fixinc's investigation and determination process is internal to Fixinc. The Client is not entitled to access Fixinc's internal records, communications, or deliberations relating to the investigation.

6.8 At the conclusion of the investigation, Fixinc will provide the Client with a written determination in accordance with Clause 7.

6.9 The Client must not make any public statements, social media posts, reviews, or other public communications regarding the Short Pay Request, the investigation, or any matters relating to the Client's concerns, while the investigation is ongoing. This obligation applies from the date the Short Pay Request is submitted until Settlement or until the Short Pay Request is declined or withdrawn. Breach of this Clause may result in the Short Pay Request being declined.

7. Determination and Settlement

7.1 At the conclusion of the investigation, Fixinc will provide the Client with a written determination setting out:

7.1.1     whether Fixinc has determined that a Short Pay refund is payable;

7.1.2     if a refund is payable, the refund amount determined by Fixinc; and

7.1.3     the reasons for Fixinc's determination.

7.2 Fixinc's determination of whether a Short Pay refund is payable, and the amount of any such refund, is at Fixinc's sole and absolute discretion. Fixinc will take into account all relevant factors identified during the investigation, including those set out in Clause 6.5.

7.3 The maximum Short Pay refund payable is 30% of the Eligible Program Value. Under no circumstances will Fixinc provide a refund exceeding this amount.

7.4 Fixinc's determination is final and binding on both parties. There is no appeals process, and the Client agrees to accept Fixinc's determination as full and final resolution of the Short Pay Request.

7.5 If Fixinc determines that a Short Pay refund is payable, the Client may select their preferred Refund Method from the following options:

7.5.1     reduction of the final outstanding invoice, where any invoice amounts remain unpaid;

7.5.2     direct payment to the Client's nominated bank account;

7.5.3     credit to the Client's account with Fixinc for future Advisory Services, which credit shall expire 12 months from the date of Fixinc's determination; or

7.5.4     Loyalty Points, where the Client is eligible under the Fixinc Loyalty Program Terms and Conditions.

7.6 The Client must notify Fixinc of their preferred Refund Method within 10 Business Days of receiving Fixinc's written determination. If the Client fails to notify Fixinc within this period, Fixinc may select the Refund Method at its discretion.

7.7 Where the Client selects direct payment to a bank account under Clause 7.5.2:

7.7.1     the Client must provide valid bank account details to Fixinc;

7.7.2     Fixinc will process the payment within 20 Business Days of receiving valid bank account details; and

7.7.3     any bank fees or charges incurred by Fixinc in sending the payment shall be borne by Fixinc, and any bank fees or charges incurred by the Client in receiving the payment shall be borne by the Client.

7.8 Where the Client selects account credit under Clause 7.5.3:

7.8.1     the credit will be applied to the Client's account within 10 Business Days of the Client's selection;

7.8.2     the credit may only be applied to future Advisory Services and cannot be applied to Excluded Costs;

7.8.3     the credit expires 12 months from the date of Fixinc's determination and cannot be extended; and

7.8.4     expired credit is forfeited and has no cash value.

7.9 Where the Client selects Loyalty Points under Clause 7.5.4:

7.9.1     the Client must be an enrolled participant in the Fixinc Loyalty Program at the time of selection;

7.9.2     the Loyalty Points value will be calculated in accordance with the redemption rate specified in the Fixinc Loyalty Program Terms and Conditions;

7.9.3     Loyalty Points will be credited to the Client's account within 10 Business Days of the Client's selection; and

7.9.4     Loyalty Points are subject to the terms and conditions of the Fixinc Loyalty Program, including any expiry provisions.

7.10                Settlement of a Short Pay refund is conditional upon the Client executing a Release and Waiver in accordance with Clause 8. No refund will be processed until the executed Release and Waiver has been received by Fixinc.

7.11                For the avoidance of doubt, the Client's entitlement to Loyalty Points earned on the original Program is not affected by a Short Pay refund. Loyalty Points earned on the Program will be retained by the Client in accordance with the Fixinc Loyalty Program Terms and Conditions.

8. Release and Waiver

8.1 Settlement of any Short Pay refund is conditional upon the Client executing a Release and Waiver document provided by Fixinc. No refund will be processed until Fixinc has received the executed Release and Waiver.

8.2 The Release and Waiver will be provided to the Client by Fixinc within 5 Business Days of the Client confirming their preferred Refund Method under Clause 7.6.

8.3 By executing the Release and Waiver, the Client:

8.3.1     acknowledges that the Short Pay refund constitutes full and final settlement of all claims, concerns, and disputes arising from or in connection with the Program and the matters raised in the Short Pay Request;

8.3.2     releases and forever discharges Fixinc, Fixinc Group, and any parent companies, subsidiaries, affiliated entities, related entities, and each of their respective directors, officers, employees, contractors, and agents from any and all liability, claims, demands, actions, and causes of action of any kind, whether known or unknown, arising from or in connection with the Program and the matters raised in the Short Pay Request;

8.3.3     agrees not to commence or pursue any legal proceedings, dispute resolution proceedings, or other adversarial process against Fixinc in relation to the Program or the matters raised in the Short Pay Request;

8.3.4     confirms that the Client has not assigned, transferred, or otherwise disposed of any claims against Fixinc arising from the Program; and

8.3.5     acknowledges that the Release and Waiver is a material condition of the Short Pay refund and that Fixinc has relied upon the Client's execution of the Release and Waiver in agreeing to provide the refund.

8.4 The Client must execute and return the Release and Waiver to Fixinc within 10 Business Days of receipt. If the Client fails to return the executed Release and Waiver within this period:

8.4.1     Fixinc may, at its discretion, grant the Client an extension of up to 10 additional Business Days upon written request; or

8.4.2     if no extension is requested or granted, the Short Pay Request shall be deemed withdrawn, and the consequences set out in Clause 5.10 shall apply.

8.5 The Release and Waiver must be signed by an authorised representative of the Client who has the authority to bind the Client to the terms of the Release and Waiver. Fixinc may request evidence of the signatory's authority prior to processing the refund.

8.6 The Release and Waiver does not affect:

8.6.1     any obligations of either party that, by their nature, survive termination or completion of the Program, including confidentiality obligations; or

8.6.2     the Client's participation in the Fixinc Loyalty Program, which shall continue in accordance with the Fixinc Loyalty Program Terms and Conditions.

8.7 Fixinc recommends that the Client seek independent legal advice before executing the Release and Waiver. By executing the Release and Waiver, the Client acknowledges that they have had the opportunity to seek independent legal advice and that they enter into the Release and Waiver voluntarily and with full understanding of its terms and consequences.

9. Confidentiality

9.1 The Client agrees to keep confidential all matters relating to the Short Pay Program, including but not limited to:

9.1.1     the existence and terms of any Short Pay Request submitted by the Client;

9.1.2     the substance of any discussions, meetings, or correspondence between the Client and Fixinc relating to the Short Pay Request;

9.1.3     the outcome of any investigation conducted by Fixinc;

9.1.4     the amount of any Short Pay refund offered or provided; and

9.1.5     the terms of any Settlement, including the Release and Waiver.

9.2 The confidentiality obligations in Clause 9.1 apply from the date the Client first raises concerns under Clause 3.6 and continue indefinitely, regardless of whether a Short Pay Request is submitted, withdrawn, declined, or settled.

9.3 The Client must not make any public statements, social media posts, reviews, press releases, or other public communications regarding the Short Pay Program, any Short Pay Request, or any Settlement, without the prior written consent of Fixinc.

9.4 The Client must not disclose any matters referred to in Clause 9.1 to any third party, except:

9.4.1     to the Client's professional advisers (including legal and financial advisers) who have a need to know and who are bound by obligations of confidentiality;

9.4.2     as required by law, regulation, or order of a court or regulatory authority of competent jurisdiction; or

9.4.3     with the prior written consent of Fixinc.

9.5 If the Client is required to disclose any confidential matters under Clause 9.4.2, the Client must:

9.5.1     provide Fixinc with prompt written notice of the requirement, to the extent permitted by law;

9.5.2     limit the disclosure to the minimum required by law; and

9.5.3     cooperate with Fixinc in seeking a protective order or other appropriate remedy to limit the disclosure.

9.6 Breach of the confidentiality obligations in this Clause 9 shall entitle Fixinc to pursue any or all of the following remedies, at Fixinc's sole discretion:

9.6.1     repayment by the Client of the full Short Pay refund amount, which shall become immediately due and payable upon written demand by Fixinc;

9.6.2     liquidated damages in the amount of $5,000 NZD plus GST (currently 15%), which the parties agree represents a genuine pre-estimate of Fixinc's loss arising from breach of confidentiality;

9.6.3     injunctive or other equitable relief to restrain further breach or threatened breach;

9.6.4     termination of any ongoing relationship between Fixinc and the Client, including forfeiture of any account credits or Loyalty Points; and

9.6.5     any other remedies available to Fixinc at law or in equity.

9.7 The remedies in Clause 9.6 are cumulative and not exclusive. Fixinc's pursuit of one remedy does not preclude pursuit of any other remedy.

9.8 Fixinc agrees to keep confidential the substance of any Short Pay Request and Settlement, except:

9.8.1     to Fixinc's personnel, professional advisers, and contractors who have a need to know;

9.8.2     as required by law, regulation, or order of a court or regulatory authority; or

9.8.3     in aggregate or anonymised form for internal reporting or process improvement purposes.

9.9 The confidentiality obligations in this Clause 9 extend to any determination by Fixinc that the Client is not eligible for the Short Pay Program or that a Short Pay Request has been declined. The Client must not make any public statements suggesting or implying that Fixinc has refused to honour the Short Pay Program or any commitment made in connection with it.

10. General Provisions

10.1                Fixinc reserves the right to modify, suspend, or permanently discontinue the Short Pay Program at any time, without prior notice to the Client. Any such modification, suspension, or discontinuation shall not affect Short Pay Requests validly submitted prior to the effective date of the change.

10.2                Fixinc may update these Terms at any time. The most current version of these Terms will be provided to eligible Clients as part of their proposal documentation. Changes to these Terms do not apply retrospectively to Short Pay Requests already submitted.

10.3                These Terms are governed by and construed in accordance with the laws of New Zealand. Any disputes arising from or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts of New Zealand.

10.4                These Terms form part of the broader relationship between Fixinc and the Client. These Terms should be read in conjunction with:

10.4.1  Fixinc's Program Terms and Conditions;

10.4.2  the Client's signed proposal and scope of work;

10.4.3  the Fixinc Loyalty Program Terms and Conditions, where the Client is a participant in the Loyalty Program; and

10.4.4  any other terms and policies referenced in these Terms or the Client's proposal.

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

10.6                Fixinc's failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorised representative of Fixinc.

10.7                The Client may not assign or transfer any rights or obligations under these Terms without Fixinc's prior written consent. Fixinc may assign or transfer its rights and obligations under these Terms to any third party without the Client's consent, including in the event of a merger, acquisition, or sale of assets.

10.8                Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship between Fixinc and the Client.

10.9                Any notice required or permitted under these Terms shall be in writing and sent by email to:

10.9.1  in the case of notices to Fixinc: info@fixinc.org; and

10.9.2  in the case of notices to the Client: the Client's primary contact email address as recorded in Fixinc's systems or as specified in the Client's proposal.

10.10             A notice is deemed received:

10.10.1if sent by email, at the time of transmission unless the sender receives an automated notification of delivery failure; and

10.10.2if the time of deemed receipt falls outside Business Days (9:00am to 5:00pm, New Zealand time), the notice is deemed received at 9:00am on the next Business Day.

10.11             These Terms, together with the documents referenced in Clause 10.4, constitute the entire agreement between Fixinc and the Client in relation to the Short Pay Program and supersede all prior agreements, representations, and understandings relating to the Short Pay Program.

10.12             The following provisions survive termination, expiry, or completion of these Terms and the Client's Program: Clause 8 (Release and Waiver), Clause 9 (Confidentiality), and this Clause 10 (General Provisions).

10.13             Fixinc reserves the right to publicise, market, and promote the existence of the Short Pay Program through its website, proposals, marketing materials, and other channels. Such promotion does not create any entitlement or expectation on the part of any prospective or existing Client to be offered the Short Pay Program.

10.14             The Short Pay Program is offered at Fixinc's sole discretion to selected Clients only. Not all Clients will be offered the Short Pay Program, and Fixinc is under no obligation to offer the Short Pay Program to any particular Client or to provide reasons for not offering it. A Client who has not been expressly offered the Short Pay Program in their proposal documentation is not eligible to participate, regardless of any promotional materials the Client may have seen.