Website Terms & Conditions

These Terms and Conditions ("Agreement") govern your access to and use of the website located at [www.fixinc.io] (the "Website"), and the professional consultancy services ("Services") offered by Fixinc Consulting Partners Limited (NZBN 9429047125490), trading as 'Fixinc' ('us', 'our', 'we'). By accessing or using our Website and/or engaging in our consulting programs and services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

These terms are designed to foster a productive and transparent collaboration between Fixinc and its clients ("Client" or "you"), ensuring clear guidelines for the provision of services, payment obligations, intellectual property rights, and expectations on both sides. This document should be read in conjunction with any specific Proposal or Program Terms provided by Fixinc, which will outline further details regarding specific engagements.

Definitions and Scope of Services

To ensure clarity and precision throughout this Agreement, the following terms shall have the meanings ascribed to them below:

Definitions

• Agreement: Refers to these Website Terms and Conditions, alongside any specific Proposal or Program Terms agreed upon by Fixinc and the Client.
• Client: Refers to the company, organisation, or individual named on the Proposal connected to this Agreement, engaging Fixinc for professional consulting services.
• Client Materials: Encompasses all resources, information, documentation, data, and access provided by the Client to Fixinc, whether verbally, in writing, or digitally, to facilitate the delivery of Services. This may include, but is not limited to:
  • Resilience documentation (e.g., business continuity plans, disaster recovery plans, organisational charts, employee contact details relevant to the engagement).
  • Audit logs, compliance reports, and other operational data.
  • General business operations and strategic documentation, communications (emails, meeting notes), and related materials.
  • All Client Materials are handled with strict confidentiality and stored securely on Fixinc's designated servers. Unless otherwise instructed by the Client in writing, Client Materials are retained for a period of three (3) years post-engagement termination, after which they are securely destroyed. Fixinc explicitly refrains from requesting, collecting, or retaining sensitive personal information not already publicly accessible, or any information that could significantly compromise the Client if inadvertently disclosed, beyond what is strictly necessary for the provision of Services.
• Deliverables: Refer to the tangible or intangible outcomes, work products, reports, advice, or other materials provided by Fixinc to the Client as a result of the Services. These may include, but are not limited to:
  • Comprehensive reports, executive summaries, and findings.
  • In-depth analysis, audits, and reviews of existing systems, processes, or documentation.
  • Virtual or in-person training sessions, workshops, and educational materials.
  • Scenario exercise simulations (conducted in-person or virtually), including debriefs and lessons learned reports.
  • Specialised documentation (e.g., plans, policies, procedures, frameworks).
  • Digital asset storage solutions on Fixinc’s secure servers.
  • Proprietary or third-party software solutions, tools, or platforms, potentially licensed or white-labelled.
  • On-call advisory services, providing expert guidance and support.
  • Access to specific Fixinc systems, platforms, or knowledge bases.
  • General professional advice, recommendations, and strategic guidance.
• Intellectual Property (IP): Refers to all intellectual and proprietary rights, including but not limited to copyrights, trademarks, service marks, trade names, patents, patentable inventions, trade secrets, proprietary methodologies, algorithms, software code, designs, and other intangible assets.
  • Unless explicitly stated otherwise in a specific Proposal or Program Terms, all custom deliverables produced exclusively for and paid for by the Client, and which are unique to that Client's specific requirements, shall be assigned to the Client upon full payment for the Services.
  • Template documents, frameworks, generic guides, and pre-existing materials provided by Fixinc as part of the Services shall remain the intellectual property of Fixinc unless explicitly transferred in writing through a separate agreement.
• All software solutions provided (including licensed or white-labelled software), proprietary tools, systems, platforms, and methodologies utilised by Fixinc in the delivery of Services shall remain the exclusive intellectual property of Fixinc. This includes, but is not limited to:
  • • Fixinc's proprietary software and specialised tools employed during service delivery.
    • The Tungsten Diamond Methodology, including all associated models, diagrams, frameworks, processes, and related advisory materials.
    • All branded Fixinc materials, branding elements, and trade dress.
  • All media (video, audio, imagery) produced by Fixinc in the course of delivering Services, unless specifically produced for the Client and intellectual property rights are explicitly transferred.
• Proposal: A formal document issued by Fixinc outlining the specific Services, scope, deliverables, timelines, and fees for a particular engagement.
• Program Terms: Refers to the specific terms and conditions governing a particular Fixinc consulting program or service offering, which provide additional details and may supersede these general website terms in specific areas where explicitly stated.
• Services: Encompasses all professional consultancy activities provided by Fixinc to the Client, as detailed in a Proposal or Program Terms. These services include, but are not limited to:
  • Emergency Management consulting.
  • Crisis Management consulting.
  • IT Disaster Recovery (ITDR) planning and implementation.
  • Incident Management system development and training.
  • Business Continuity planning and strategy.
  • Scenario Exercises and simulations.
  • ISO 22301 Accreditation support and guidance.
  • Executive Training and leadership development in resilience.
  • New Zealand Coordinated Incident Management System (CIMS) implementation and training.
  • CPS 230 Compliance advisory.
  • Validation Activities for resilience frameworks.
  • Specialised Service Training. These services may involve any of the 72 Disciplines currently supported by Fixinc, subject to periodic updates and refinements.

Scope of Services

The precise scope of Services to be provided by Fixinc to the Client will be exclusively defined and governed by the specific Proposals and Statements of Work (SOWs) mutually agreed upon and signed by both the Client and Fixinc. Any requests for additional services or modifications to the initial scope of work ("scope creep") will not be undertaken until separately documented, confirmed through an official Fixinc Proposal, and formally accepted via client signature. This ensures clear mutual understanding and prevents misunderstandings regarding service delivery.

Contract Formation and Acceptance Mechanisms

Engagement with Fixinc typically commences through a structured process designed for clarity and mutual understanding:

• Initial Engagement: Clients will typically engage with Fixinc via various channels, including the Website, direct inquiry, or referral.
• Discovery Meeting: A mandatory discovery meeting will precede the issuance of any formal Proposal. This meeting is crucial for Fixinc to understand the Client's specific needs, challenges, and objectives, ensuring that the subsequent Proposal is tailored and accurate.
• Formal Acceptance: A contractual obligation for Services commences immediately upon Fixinc's receipt of a signed Proposal document by an authorised representative of the Client. This signed Proposal constitutes a binding agreement between Fixinc and the Client for the defined Services.
• Website Interaction: Beyond casual Browse, your continued interaction with and use of the Fixinc Website, including but not limited to submitting inquiry forms, downloading resources, or accessing client portals (if applicable), constitutes implicit acceptance of Fixinc's website-specific terms outlined herein.
• Modifications: Any modifications, amendments, waivers, or terminations of an agreed Proposal or Program Terms must be confirmed exclusively in writing, properly version-controlled, and signed by authorised representatives of both parties to be binding. Unilateral verbal modifications are not valid.

Professional Standards and Service Delivery Obligations

Fixinc is committed to delivering high-quality professional services grounded in industry best practices and a client-centric approach:

• Adherence to Standards: Fixinc adheres to and strives to exceed industry best practices established by leading professional bodies, such as the Business Continuity Institute (BCI), and aligns its services with relevant international standards, notably ISO 22301:2019 (Security and resilience – Business continuity management systems – Requirements).
• Advisor Qualifications: All Fixinc advisors and consultants possess relevant industry-recognized certifications, qualifications, and extensive experience in their respective fields, ensuring expert delivery of Services.
• Client Responsibilities: To facilitate efficient service delivery, Clients are expected to:
  • Respond promptly to information requests, feedback, or approvals required from Fixinc within five (5) business days, unless otherwise agreed. Delays attributable to the Client may impact project timelines and potentially incur additional costs.
  • Provide timely access to necessary personnel, information, documentation, and systems as reasonably required for Fixinc to perform the Services.
  • Assign a primary and, ideally, a secondary decision-maker or point of contact to ensure continuity of communication and decision-making throughout the engagement.
• Progress Updates: Fixinc will provide regular progress updates to the Client as outlined in the Proposal or agreed project plan.
• Quality Assurance: Fixinc employs a rigorous quality assurance process for all Deliverables, which includes:
  • Incorporation of client feedback throughout the project lifecycle.
  • Periodic reviews of work in progress with the Client.
  • Internal reviews at each significant milestone by senior Fixinc personnel.
  • Stringent version control procedures for all documentation and Deliverables.

Intellectual Property Rights and Deliverables Management

This section further clarifies the ownership and management of intellectual property and Deliverables:

• Technology Solutions: Access to and use of any proprietary or third-party technology solutions (e.g., software, platforms, tools) provided by Fixinc are subject to separate licensing agreements and specific terms of use. These will be detailed in the relevant Proposal or a separate license agreement.
• Deliverable Acceptance: Formal acceptance of Deliverables by the Client shall occur within thirty (30) days of their submission by Fixinc. This acceptance will typically be confirmed via review meetings with the Client and documented through signed milestone confirmations or written approval (e.g., email confirmation from the designated Client representative). Any concerns or issues with Deliverables must be raised in writing within this 30-day period. Failure to provide written notice of non-acceptance within this timeframe shall constitute deemed acceptance of the Deliverable.

Digital Platform Usage and Acceptable Use Policies

Your use of the Fixinc Website and any associated digital platforms is subject to the following:

• Licensed Access: Clients may require specific licenses or subscriptions to access proprietary Fixinc technology solutions, client portals, or services such as Advisory Board access. Such licenses or subscriptions are granted on a per-user or per-organisation basis as specified.
• Prohibited Sharing: Unauthorised sharing of subscriptions, user accounts, login credentials, or technological access provided by Fixinc with third parties, or any party not explicitly authorised in the Proposal, is strictly prohibited. Any such unauthorised sharing may result in immediate suspension or termination of access and services without refund, and may also result in legal action for breach of intellectual property rights.
• Acceptable Use: You agree not to use the Website or any Fixinc digital platform for any unlawful purpose or in any way that could damage, disable, overburden, or impair the Website or interfere with any other party's use and enjoyment of the Website. Prohibited activities include, but are not limited to:  
  • Attempting to gain unauthorised access to any part of the Website, other accounts, computer systems, or networks connected to any Fixinc server through hacking, password mining, or any other means.
  • Uploading or transmitting any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information. 
  • Engaging in any activity that interferes with or disrupts the integrity or performance of the Website or the data contained therein.
  • Reproducing, duplicating, copying, selling, reselling, or exploiting any portion of the Website, use of the Website, or access to the Website without express written permission from Fixinc.

Cookie Management and Data Collection Practices

• Cookies and Analytics: Fixinc utilises cookies and similar tracking technologies on its Website to enhance user experience, for marketing purposes, to analyse website performance, and to gather general demographic information. Detailed information regarding the types of cookies used, their purpose, and how you can manage your cookie preferences is provided in our comprehensive Privacy Policy.
• Data Collection: Fixinc collects and processes general business and operational data from Clients and Website visitors. The collection, storage, use, and protection of this data are performed in strict accordance with applicable data protection laws and are detailed further in our Privacy Policy. By using our Website or engaging our Services, you consent to such data practices as described in our Privacy Policy.

Liability Limitations and Professional Indemnity

Fixinc is committed to delivering services with due care and skill. However, there are inherent limitations to liability:

• Insurance Coverage: Fixinc maintains robust insurance coverage to protect against professional risks:
  • Professional Indemnity: Up to NZD $1,000,000 (One Million New Zealand Dollars) per claim.
  • Public Liability: Up to NZD $2,000,000 (Two Million New Zealand Dollars) per claim.
• Exclusion of Consequential Damages: To the maximum extent permitted by New Zealand law, Fixinc explicitly excludes liability for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business opportunity, business interruption, or reputational harm, arising out of or in connection with the Services or the use of the Website, even if Fixinc has been advised of the possibility of such damages.
• Overall Liability Cap: Without prejudice to the foregoing, Fixinc’s total aggregate liability arising out of or in connection with this Agreement or the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall8 not exceed the total fees paid9 by the Client to Fixinc for the specific Services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the liability.
• Client's Responsibilities: The Client acknowledges that Fixinc's ability to provide effective Services is dependent on the Client's timely and accurate provision of information and cooperation. Fixinc shall not be liable for any losses or damages arising from the Client's failure to provide accurate or complete information, or for delays caused by the Client.

Termination Procedures and Dispute Resolution Mechanisms

• Termination and Cancellation: The specific terms and conditions governing the termination of Services and any cancellation procedures are detailed comprehensively in Fixinc’s Program Terms. In the event of any inconsistency between this section and the Program Terms regarding termination, the Program Terms shall prevail.
• Dispute Resolution: Fixinc is committed to resolving any disputes or disagreements amicably and efficiently. All disputes arising out of or in connection with this Agreement, the Services, or the Website shall follow a structured dispute resolution process as detailed in Fixinc’s Program Terms. This typically involves:
  • Good Faith Negotiations: The parties will first attempt to resolve the dispute through good faith negotiations between senior management representatives.
  • Mediation: If negotiations do not resolve the dispute within a reasonable timeframe (e.g., thirty (30) days), the parties agree to submit the dispute to non-binding mediation in accordance with the rules of a mutually agreed-upon mediation body in New Zealand.
  • Binding Arbitration: If mediation does not result in a resolution within thirty (30) days after mediation commences, the dispute shall be submitted to binding arbitration in accordance with the rules of the New Zealand Arbitration Act 1996. The arbitration shall be conducted in English by a single arbitrator mutually agreed upon by both parties or, failing agreement, appointed by an authority chosen by Fixinc in New Zealand. The arbitrator’s decision shall be final and binding on both parties.
  • Costs: Each party shall bear its own legal fees and costs associated with the dispute resolution process, unless otherwise determined by the arbitrator.
  • Continued Performance: Pending the resolution of any dispute, both parties shall continue to perform their respective obligations under this Agreement, unless explicitly deemed operationally or financially impossible, with clear written justification provided by the affected party.
• Governing Law: This Agreement and any disputes arising from or in connection with it shall be governed by and construed exclusively in accordance with the laws of New Zealand, without regard to its conflict of laws principles. The parties irrevocably submit to the exclusive jurisdiction of the courts10 of New Zealand for the resolution of any dispute.

Data Protection and Confidentiality Obligations

• Data Protection (GDPR Compliance): Fixinc strictly adheres to robust data protection principles and is committed to compliance with applicable data protection regulations, including but not limited to the New Zealand Privacy Act 2020 and, where applicable, the General Data Protection Regulation (GDPR). Our detailed data handling practices, including how we collect, use, store, and protect personal and sensitive data, are explicitly outlined in our comprehensive Privacy Policy and referenced in our Program Terms. By engaging with Fixinc, you agree to the data practices described therein.
• Confidentiality and Non-Disclosure: Both Fixinc and the Client acknowledge that in the course of the engagement, confidential information belonging to the other party may be disclosed. Each party agrees to maintain the strictest confidentiality regarding all such information. Detailed confidentiality and non-disclosure obligations are specifically outlined within individual Program Terms and, where appropriate, separate Non-Disclosure Agreements (NDAs). These obligations shall survive the termination of this Agreement. Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already in the receiving party's possession prior to disclosure; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's confidential information.

General Legal and Compliance Clauses

• Force Majeure: Fixinc shall not be liable for any delay or failure in performing its obligations under this Agreement if such delay or failure is caused by events beyond its reasonable control ("Force Majeure Event"). Force Majeure provisions, including examples of such events and their implications, are detailed in Fixinc’s Program Terms. Such events typically include acts of God, war, terrorism, natural disasters, epidemics or pandemics, governmental actions, strikes, and severe widespread internet or utility outages.
• Modifications and Survival: No modification, amendment, waiver, or termination of this Agreement is binding unless confirmed explicitly in writing by authorised representatives of both parties. Any warranties, indemnities, intellectual property rights, and confidentiality obligations made under this Agreement shall survive its termination, ensuring continued protection of accrued rights and obligations.
• Entire Agreement: These Terms and Conditions, together with any applicable Proposal and Program Terms, constitute the entire agreement between you and Fixinc concerning your use of the Website and our Services, superseding all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written.
• Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect.
• Waiver: No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Fixinc’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
• Additional Terms and Exclusions: Clients acknowledge that additional, detailed terms and conditions may be stipulated in specific Fixinc program documents or Proposals, which are to be read in conjunction with these general terms. Ethical Engagement Policy: Fixinc maintains a strong commitment to ethical business practices and reserves the right to refuse or terminate engagement with entities that:
  • • Intentionally discriminate on the basis of race, religion, gender, sexual orientation, disability, or national origin.
    • Intentionally cause significant environmental harm.
    • Contribute directly to warfare, conflict, or the production of illegal weaponry.
    • Are currently undergoing administration, liquidation, or bankruptcy proceedings (unless specific arrangements are made and documented).
    • Operate predominantly within the tobacco, pornography, or illegal drug sales industries.
    • Are involved in any illegal operations or activities.
  • Are implicated in acts of genocide or significant humanitarian exploitation. Fixinc reserves the sole discretion to determine whether an entity falls within these exclusionary criteria.
• Use of Client Logos and Marketing: The use of client logos, trademarks, and marketing materials by Fixinc for promotional purposes (e.g., on the Fixinc website, in case studies, or marketing collateral) is explicitly governed by the terms detailed in the specific Fixinc Program Terms or separate mutual agreement. If the Client does not wish for their logo to be used, they must inform Fixinc in writing.

These Terms and Conditions constitute a comprehensive framework for professional engagement between Fixinc and its clients, ensuring clarity, security, and mutual compliance. Your continued use of the Website and engagement of Fixinc's Services signifies your acceptance of these terms.