Advisory Board Terms & Conditions

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

This Agreement encompasses a range of clauses that address critical aspects of our engagement with you, including the period of your Advisory subscription coverage (‘Premium', 'Subscription'), payment structure, scope, service provision, confidentiality, intellectual property, and other key considerations. We have also taken into account the various scenarios that may arise during our on-call service to you, such as changes in scope of the premium, client-related delays, and the provision of additional services.

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

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

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

Thank you for choosing Fixinc as your consulting partner.

​

1- Advisory Board Cover Period and Payment

1.1. - Premium Coverage Duration: The Advisory Board premium period begins on the date the Advisory Proposal is signed by an authorised member and is valid for twelve (12) months from this date or as shown on your Client portal regardless of the payment frequency the Client opts in for.

1.2. - Maximum Premium Duration: The Premium is not to exceed a twelve (12) month period from commencement date or upon the date of signature.

1.3. - Client-Related Delays: Fixinc cannot be held responsible for delays in response times caused by actions, inactions, or information provided by the Client. Any delays attributable to the Client may result in available Premium hours being processed by the Advisory Board.

1.4. - Premium Scope Agreement: All Premium details and timescales are automatically mutually agreed between Fixinc and the Client. Fixinc assumes the Client agrees to all matters related to the Premium subscription selected by accepting and signing this agreement.

1.5. - Onboarding Period Duration: The Client's onboarding period shall extend for a duration of seven (7) calendar days, commencing immediately upon the acceptance of these terms and conditions.

1.5.1. - Completion of Information: During this seven (7) day onboarding period, it is the Client's responsibility to ensure that their Client Portal, or any analogous online dashboard managed by Fixinc, is meticulously populated with all requisite information.

1.5.1.1 - The Client must further ensure the sharing of all pertinent documentation, whether in draft, validated, or current form, in accordance with their health and safety, business continuity, risk management, or any other pertinent disruption response protocols in effect.

1.5.2. - The Client shall nominate a lead contact from their organisation for direct collaboration with the Advisory Board's Facilitator, along with designating a minimum of two secondary points of contact ensuring that at any one time, Fixinc has access to an authorised member of the Client’s organisation.

1.5.3. - Information Accuracy and Maintenance: The Client bears the responsibility to ensure that all information furnished to Fixinc is comprehensive and accurate at the time of submission.

1.5.3.1. - The Client shall also maintain the accuracy and currency of this information through the designated Facilitator of the Client Portal at all times.

1.5.4. - Activation Restriction: Activation of the Advisory Board is not permitted during the seven (7) day onboarding window.

1.5.5. - Communication of Onboarding Completion: Fixinc shall communicate the official conclusion of the seven (7) day onboarding period to the Client via email, phone, or the Fixinc Portal. 

1.5.6. - Services Activation: The Client is advised to recognize that none of the scope of services (clause 7.0) outlined in these terms and conditions shall become valid and accessible until after the completion of the seven (7) day onboarding period.

1.5.7. - Initiation of Onboarding Period: The Client acknowledges and accepts that the seven (7) day onboarding period commences immediately upon the Client's acceptance of these terms and conditions.

​

2.1 - Fee Structure and Excessive Time

2.1. - Fee Structure: The fee provided to the Client encompasses the Premium’s required hours, resources, or products required to provide an acceptable, industry standard service to the Client within the scope of their Premium type. All time devoted to the Premium, whether for planning, execution, or evaluation, is considered within this fee structure.

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

​

3 - Acceptance of Premium Terms and Conditions

3.1. - Understanding and Acceptance: By accepting the Premium agreement, you signify your understanding and agreement to the Premium duration, automatic renewal, termination notice requirements, and fee adjustments as outlined in these Terms and Conditions.

3.2. - Reading these Terms and Conditions: It is your responsibility to review these Terms and Conditions carefully before accepting the Premium agreement and entering into the Premium’s agreement and by accepting and signing the Premium agreement, Fixinc assumes you have read and agree to all clauses and matters herein.

3.3. - Client Confirmation: The Client confirms acceptance of these Terms and Conditions by way of digital signature and checkbox confirmation found on the registration form via www.fixinc.io.

​

4 - Payment Terms and Conditions

4.1. - Payment Schedule: Below lists the individual payment terms of each payment frequency type available by Fixinc.

4.1.1. - Monthly Payment Cycle: The first of twelve (12) monthly payments (thirty (30) day period) payment fees is required upon the acceptance of these Terms and Conditions and is due within seven (7) days of the date of signature.

4.1.2. - Quarterly Payment Cycle: The first of four (4) quarterly payments (ninety (90) day period) payment fees is required upon the acceptance of these Terms and Conditions and is due within seven (7) days of the date of signature.

4.1.3. - Annual Payment Cycle: The entire payment fees are required upon the acceptance of these Terms and Conditions and are due within seven (7) days of the date of signature. 

4.2. - Payment failure and delays: If the Client fails to process the payment of their invoice or there are any delays in the processing of the payment beyond the due date, the Fixinc Advisory Board will suspend the Premium until payment is processed. The Client understands that the twelve (12) month period of cover will not exceed twelve (12) months from the date of proposal acceptance and signature and that the Premium will resume either upon processing of payment or if Fixinc obtains a remittance slip from a nominated accounts person at the Client’s organisation.

4.3. - Additional Taxes and fees: Fixinc will charge additional taxes for Goods and Services (GST) where applicable and required by law, depending on the jurisdiction of services rendered. The total amount will be reflected in your invoices. If your organisation is tax exempt from taxes or GST for any reason, you must provide evidence of this to Fixinc prior to the invoice being submitted for payment. Any adjustments required to invoices will not extend the seven (7) day invoice due date.

4.4. - Payment Method: Payment must be made to the nominated bank account as specified on the Client's invoice that relates to the Client’s nominated currency. Any bank fees or charges incurred for international payments to Fixinc's bank account will be borne by the Client. Where applicable, the Client may pay via credit card, or bank transfer. Fixinc does not accept cash or cheque payments.

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

4.5.1. - Temporarily suspend the services of the Client’s Premium for any invoices that are between eight (8) and thirteen (13) days overdue.

4.5.2. - Cancellation of Premium if any Advisory Board premium invoice is more than fourteen (14) days overdue inline with all relevant matters within clause 11.

4.5.3. - Delay in Purchase Orders or Supplier Contracts: If the Client requires Fixinc to register as a Supplier (or similar) and / or obtain a purchase order (‘PO number’), the Client understands this must be shared with Fixinc within the invoice due date period or before the Proposal is signed by the Client and any delays incurred as a result do not override the Terms and Conditions of the entire 4.0 clause.

4.6. - Fee Adjustments: Any fee adjustments will be communicated to you in writing at least thirty (30) days prior to the anniversary date.

4.7. - Termination: If the Client does not agree with the proposed fee and Terms and Conditions of a renewed Advisory Board Premium, the Client has the right to terminate the Premium providing written notice within thirty (30) days of receiving the notice of adjustment by Fixinc and no earlier than twenty four (24) hours  before the anniversary time renews.

4.7.1. - The fees associated with the forfeited services shall be subject to the Terms and Conditions set out in clause 11. The Client understands this reflects the resources and commitments allocated by the Fixinc Advisory Board members.

4.8. - Upgrading a Premium Membership: Upon a Client's request to upgrade their Premium membership to a higher tier, any fees previously invested up to the point of the upgrade request shall be diligently calculated and considered as a credit toward the total fee for the upgraded Premium. The difference between the fees paid thus far and the total cost of the higher Premium shall constitute the additional amount payable by the Client.

4.9. - Downgrading a Premium Membership: In the event that the Client chooses to downgrade their Premium membership, it is understood and agreed that no refunds for fees paid up to that point shall be issued. This holds true even if the cost of the downgraded Premium is less than the total amount already remitted during the 12-month Premium term.

4.10. - Non-Banking of Unused Hours: Unused hours as documented in clause 7.2.4 within the Client's current Premium subscription cannot be transferred or otherwise accrued into another Premium subscription. These hours shall not augment the available hours in any other Premium, ensuring a clear demarcation of service allocation for each subscription level.

​

5 - Renewal Terms and Conditions

5.1. - Automatic Renewal: By accepting the Premium agreement and entering into this Premium’s Terms and Conditions, the Client acknowledges and agrees that the Premium will be automatically renewed at the end of each twelve (12) month anniversary period unless:

5.1.1. - the Client notifies Fixinc inline with the Terms and Conditions set out in this agreement of their intention to cancel the Premium upon renewal, or;

5.1.2. - the Client wishes to change their Premium payment terms from the current subscription payment frequency, or;

5.1.3. - the Client wishes to change their Premium subscription services to a subsequent subscription type.

5.2. - Annual Free Adjustments: Fixinc reserves the right to periodically adjust its annual fees in accordance with changes in the Consumer Price Index (CPI) or any other relevant inflationary indicators. Such adjustments shall be made at Fixinc's sole discretion and may be implemented to maintain the real value of services provided. Any adjustments to annual fees will be communicated to the Client in advance, typically with a minimum notice period of thirty (30) days, and will take effect on the next billing cycle. The Client hereby acknowledges and accepts this provision as part of their agreement with Fixinc.

5.3. - Written notice: The automatic renewal will continue unless either party provides written notice of termination no less than thirty (30) days prior to the anniversary date. Fixinc will send reminders to the Client via email or phone of the approaching anniversary renewal date no less than thirty (30) days prior.

​

6 - Travel Expenses

6.1. - Travel Costs: If the Client requests the presence of a Fixinc Facilitator, Advisor, both, Consultant, contractor, or any employee of Fixinc at their site, all associated travel expenses will be billed to the Client at cost on a monthly basis.

6.2. - Travel Expenses: The travel expenses may include but are not limited to transportation fees, accommodation charges, and meal expenses necessary for the Fixinc member/s presence at the Client’s site, calculated from the Fixinc Advisor’s primary office location. Fixinc is committed to charging fair and reasonable travel expenses that are relevant to the program and Client’s location in relation to a Fixinc office.

6.3. -Expense Standards: All travel expenses will be incurred in accordance with reasonable business standards and practices.

6.4. - Expenses Approval: The Client reserves the right to review and approve the proposed travel arrangements and associated costs. Before incurring any travel expenses on behalf of the Client, the Fixinc Facilitator shall obtain the Client’s prior written approval. Fixinc will endeavour to calculate an approximate travel expense cost off of available quotes to Fixinc, however the Client accepts fluctuations in price out of Fixinc’s control between this period and purchase. Any fluctuations above ten percent (10%) of the original cost will be communicated to the Client for further approval.

6.5. - Receipts and Invoices: Fixinc will provide the Client with timely and accurate documentation of all incurred travel expenses. Such documentation shall include receipts, invoices, and any other relevant supporting documents that are provided from the third party supplier relating to the travel expense.

6.6. - Payment of Expenses: The Client agrees to pay the accumulated travel expenses promptly upon receipt of the monthly billing statement and within the due date noted on the invoice. Failure to process a payment within the due date may result in suspension of the Premium of the Client’s Premium.

6.7. - Modification of these Terms and Conditions: Fixinc reserves the right to modify the travel expense policy at any time, provided that reasonable notice is given to the Client of at least thirty (30) days.

6.8. - Date of Modification: Any changes to the policy will not affect travel expenses incurred prior to the effective date of the modification.

​

7 - Service Fees, Specifications, and Scope

7.1. - Fee Acceptance: Fees are based on the acceptance of all Services outlined in the Advisory Board scope and are subject to the specifications outlined in these terms.

7.1.1. - The total fees for this Premium are noted within the Proposal and the Client’s unique Portal and are due inline with clause 4.1 and exclude any goods and services taxes or applicable fees.

7.2. - Scope of Services: The Scope of Services is detailed via www.fixinc.io/advisory/pricing and in these Terms and Conditions. The Scope of Services are as follows unless otherwise stated by Fixinc explicitly in writing to the Client:

7.2.1. - The Client will be provided no fewer than one Facilitator by Fixinc to manage and communicate directly with the Client before, during, and after any incident, crisis or disruptive event.

7.2.1.1. - The Facilitator will be available via a roster system of twenty four (24) hours, seven (7) days a week, 365 days a year for activation of an event. 

7.2.1.2. - The Facilitator's availability is restricted to the following conditions: they are accessible solely during activations initiated by the Client or within the time frame of Monday to Friday, 0900 to 1730, taking into consideration any public holidays observed in the Facilitator's local region.

7.2.2. - The Client is entitled to a minimum of one professional Advisory Board member during any activation, with the possibility of up to four Advisory Board members depending on the type of incident recognized by Fixinc. Any variation beyond one Advisory Board member will be provided by Fixinc at no additional cost to the Client, as determined by the specific incident circumstances, unless;

7.2.2.1. - the Client specifically requests additional Fixinc personnel additional to the terms of this agreement. The Client recognises that this request is considered consulting support outside of the Fixinc Advisory Board and may require additional Terms and Conditions and scope of services.

7.2.3. - The Client is eligible for an  annual discount on their Premium fees upon the anniversary of the renewal date only if;

7.2.3.1. - the Client has not activated the Advisory Board and/or used any available hours as noted in 7.2.4 within their Premium within the initial twelve (12) month period of their first year, and;

7.2.3.2. - The Client has processed and agreed to renew for a further twelve (12) month Premium period with Fixinc no fewer than thirty (30) days of the anniversary date of renewal.

7.2.4. - The Client is provided a set number of hours of Advisory time from any number of available and/or assigned Advisors as part of their subscription on this Premium. Available hours per subscription are:

7.2.4.1. - Silver Subscription Hours: six (6) hours.

7.2.4.2. - Gold Subscription Hours: twelve (12) hours.

7.2.4.3. - Platinum Subscription Hours: sixteen (16) hours.

7.2.5. - The Client can obtain ongoing Advisory support after the hours obtained under their subscription have expired for an active event only at an agreed hourly rate between the Client and the chosen Fixinc Advisor, and a mandatory $180 USD per hour additional fee for an assigned Facilitator (not including any applicable taxes or fees).

7.2.5.1. - The additional Advisory Board members and Facilitator must accept and sign their availability for additional and ongoing support for the Client within twenty fours (24) hours of the request by the Client. 

7.2.5.2. - The Client recognises that the additional support is capped at eight (8) hours per day over blocks of two (2) weeks (10 business days) inline with clause 10.

7.2.6. - The Client is entitled to a maximum response time from Fixinc of one (1) hour upon activation for an event. The Client recognises that a satisfactory response and acknowledgement to the activation may include the following;

7.2.6.1. - A Facilitator, contracted Advisor, employee, or contractor of Fixinc answer or make and connect a phone call with a registered member of Client’s organisation.

7.2.6.2. - A Facilitator, contracted Advisor, employee, or contractor of Fixinc acknowledges and replies to a text message (SMS) by the Client.

7.2.6.3. - A Facilitator, contracted Advisor, employee, or contractor of Fixinc emails (or uses a similar online chat function) to acknowledge the Client’s activation.

7.2.6.4. - A Facilitator, contracted Advisor, employee, or contractor of Fixinc acknowledges the activation in person.

7.2.6.5. - Fixinc acknowledges or processes the activation via the dedicated Incident / Emergency Management tool Fact24 to the Client via app, SMS, email, or phone.

7.2.7. - The Client shall be afforded a maximum Advisory Board activation window during which the readiness and availability of the Fixinc Advisory Board shall be officially acknowledged and confirmed. The permitted activation window per subscriptions are:

7.2.7.1.1. - Silver: Twenty four (24) hours.

7.2.7.1.2. - Gold: Sixteen (16) hours.

7.2.7.1.3 - Platinum: Twelve (12) hours.

7.2.7.2. - The Client acknowledges that this obligation by Fixinc does not constitute any resolution or commencement of Services until Fixinc confirms the Advisory Board members as ‘activate’ for the event.

7.2.8. - In line with the terms set out in clause 9.7, the Client will be provided with an official signed and dated Fixinc Assurance Document that confirms the Client’s organisation as formally subscribed to the Fixinc Advisory Board.

7.2.9. - The Client is entitled to documentation storage with Fixinc inline with clause 9.6.

7.2.10. - The Client is offered a complimentary individual and dedicated section of Fixinc’s incident and emergency management and notification software parter, Fact24 for Fixinc and its Advisory Board members to manage, communicate, plan, record, and/or any other necessary and acceptable practice before, during, and after any crisis, incident, or disruption event specific to the Client. 

7.2.10.1. - The Client acknowledges that the tool used for managing an event of any nature for the Client may change at any time without notice to the Client. 

7.2.10.2 - The Client is not eligible for any additional functionality or access to Fact24 or a similar tool within this agreement.

7.2.11. - Gold and Platinum Premiums only are offered complimentary access to the Fixinc Portal to where multiple assets, resources, and services are available to the Client at the discretion of Fixinc. The Fixinc Portal is unique to the Client’s account with us and will provide the Client access to an overview of the activation process. This Portal is subject to changes and updates without notice. The Client must read our Privacy Policy (https://www.fixinc.io/legals/privacy-policy) and General Terms and Conditions (https://www.fixinc.io/legals/terms-and-conditions) for more information on how to use the Fixinc Portal.

7.2.11.1. - While the activation of the Advisory Board is facilitated through the Fixinc Portal, it is imperative to acknowledge that such activation should not be exclusively construed as the sole method of access. The Client is expected to understand that any failure of the activation mechanism cannot be attributed to Fixinc. It is duly recognized by the Client that alternative means to activate the Advisory Board remain at their disposal.

7.2.12. - Within the framework of this Premium engagement, Gold and Platinum Premiums shall be entitled to a total of two (2) separate annual call outs for Advisory Board services, subject to the conditions outlined herein. Silver Premiums shall be entitled to one (1) annual call out for Advisory Board services.

7.2.12.1. - Gold and Platinum Premium only: Each of the two (2) annual call outs must pertain to distinct and separate incidents or disruption events as determined by Fixinc. The Client may not utilise both annual call outs for the same incident.

7.2.12.2. - Silver Premium only: The annual call out / activation must pertain to a single distinct and separate incident or disruption to any other events documented by Fixinc within this Premium's term. The Client may not access further call outs / activations as part of this Premium.

7.2.12.3. - Gold and Platinum Premium only: In the event that the Client has remaining hours from their initial annual call out, those hours may be applied towards the second call out. However, any additional hours beyond the initial allocation shall be provided in accordance with the provisions set forth in clause 7.2.5.

7.2.12.4. - In the event that the Client has remaining hours from their initial annual call out activation at the end of the Premium's term, those hours are forfeited on the anniversary of the Premium renewal.

7.2.13. - Gold and Platinum Premium only: The "Annual Maturity Questionnaire" ("Questionnaire") is provided by Fixinc to the Client on an annual basis, either via email or through the Fixinc Portal. The Client's access to the Questionnaire is contingent upon their active participation in a Premium engagement with Fixinc at the time when the Questionnaire becomes available.

7.2.13.1. - The Client acknowledges that the Questionnaire is of a general nature and does not account for the unique circumstances, geographic locations, or specific organisational elements pertinent to their operation.

7.2.13.2. - The Client further recognises that the accuracy and validity of the information entered into the Questionnaire are contingent upon their input. Fixinc bears no responsibility for the veracity or reliability of the data provided.

7.2.13.3. - The Questionnaire may undergo review by Fixinc technology products or members of our consulting team.

7.2.13.4. - Results derived from the Questionnaire may be communicated to the Client via the Fixinc Portal, email, telephone, or digital documents, such as PDFs.

7.2.13.5. - The Client understands that the information contained in the results of the Questionnaire is advisory in nature and serves as an informal assessment of their organisation's alignment with industry-standard frameworks related to business continuity or similar resilience disciplines.

7.2.13.6. - Fixinc strongly advises against using the information and results obtained from the Questionnaire as a basis for incident response, disruption management, or the formulation of formal organisational frameworks or strategies.

7.2.13.7. - The Client is encouraged to seek professional advice and consultation from Fixinc or other qualified professionals before taking any substantive action based on the results of the Questionnaire.

7.2.13.8. - Fixinc reserves the right to utilise aggregated and anonymized data derived from the Questionnaire for the purposes of creating promotional materials and conducting market research.

7.2.13.8.1. - Fixinc assures the Client that, in doing so, no identifiable information related to the Client or any information that could reasonably enable the identification of the Client's identity or organisation will be disclosed.

7.2.13.8.2. - The Client's privacy and confidentiality will be upheld, and all data utilised for promotional material and market research purposes will be handled in compliance with applicable data protection and privacy laws.

7.2.14. - Platinum Premium only: The Client is entitled to one Annual Program Review (‘Review’). 

7.2.14.1. - The Premium subscription must be valid at the time the Program Review is conducted, and the Review must be completed within the twelve (12) month term period of the Premium subscription.

7.2.14.2. - The program subject to the Review must be a Business Continuity Program (BCP) owned and branded by the Client's organisation. It must not be a templated program or in draft format.

7.2.14.3. - The Review will be conducted by a Fixinc consultant chosen at Fixinc's discretion and will have a duration of one (1) week (5 business days) required to be reviewed, started on a date scheduled by Fixinc.

7.2.14.4. - The Client may request the Review within a thirty (30) day window leading up to the anniversary renewal of their Premium subscription. Alternatively, Fixinc will provide the Review complimentary at an appropriate time close to the Premium Client's anniversary date.

7.2.14.5. - The results of the Review, referred to as an "Executive Summary Report," will be delivered digitally via email or the Fixinc Client Portal and will be Fixinc branded.

7.2.14.6. - At least seven (7) days after the report is shared, the Premium Client is entitled to a one (1) hour virtual meeting with a key stakeholder or Consultant at Fixinc. During this meeting, Fixinc will detail the findings of the Review and address any questions from the Client.

7.2.14.7. - The Review is exclusive to the Client and cannot be transferred to a subsidiary or external department not covered under the Advisory Board Premium, as stipulated in the Proposal Agreement.

7.2.14.8. - The Report may contain varying levels of detail and findings and should be regarded as an informal assessment of the program or documentation provided by the Premium Client. It is not considered formal or official consulting advice from Fixinc. Should the Client wish for a more comprehensive and formal report, they may engage Fixinc in a specific program with individual terms and conditions of scope within the Fixinc Consulting Practice arm.

7.2.15. - Platinum Premium only: The Client is entitled to a Post Incident Review (‘PIR’) which is a service exclusively available to Platinum Premium Clients only.

7.2.15.1. - Within the scope of this Premium tier, the Client is entitled to one (1) Post Incident Review (PIR) during the twelve (12) month term of their Premium engagement.

7.2.15.2. -The Client retains full discretion in selecting the specific incident for which they wish to have the single PIR conducted, provided that the incident in question was part of an Advisory Board activation facilitated by Fixinc. Events not supported by Fixinc are excluded from consideration.

7.2.15.3. -Fixinc commits to review information, relevant documentation, or similar materials related to the incident no earlier than seven (7) days following the closure of the event. Closure is defined as the point at which the organisation has deemed itself to have returned to a state of "business as usual" (BAU), or the date registered on the deactivation or ‘stand down’ of the Advisory Board recorded by the Fixinc Portal.

7.2.15.4. -The PIR will encompass general findings and recommendations in alignment with industry standards and/or ISO 22301 guidelines.

7.2.15.5. -All information resulting from the PIR will be conveyed through a document bearing the Fixinc brand. The Client is prohibited from public disclosure of the contents without prior written consent from Fixinc, in accordance with the clauses stipulated within these terms and conditions.

7.2.15.6. -The PIR shall exclusively pertain to the Client documented in the proposal agreement. Subsidiaries, partners, other departments or related entities unrelated to the incident under review are not eligible for assessment unless they are directly associated with the incident being examined which is to be reviewed and confirmed by Fixinc in the first instance.

7.2.15.7. -The PIR shall be made available to the Client through email and/or the Client's Fixinc Portal. It will be accessible no later than seven (7) days following submission by the Client and within the twelve (12) month term of their Premium engagement.

7.2.15.8. -The Client is entitled to request the PIR at any time during their Premium term, provided that the incident to be reviewed has been activated and recorded through the Fixinc Advisory Board, as specified in the preceding clause. The Client shall have unlimited access to the PIR documentation regardless of the status of the Client’s Premium.

7.2.16. - Platinum Premium only: The service of a Dedicated Account Manager (‘Account Manager’) is exclusively available to Platinum Premium Clients within the scope of these terms and conditions.

7.2.16.1. - The Account Manager service entails the assignment of one (1) Fixinc team member dedicated to providing personalised assistance and support to the Client in conjunction to the role of the Advisory Board Facilitator. The services provided by the Account Manager may encompass, but are not limited to,

7.2.16.1.1. - Administrative and operational support related to the Client's Advisory Board Premium subscription;

7.2.16.1.2. - The provision of customised resources or information;

7.2.16.1.3. - Facilitation and management of engagements and meetings involving Fixinc Advisors, staff, or consultants with key members of the Client's organisation;

7.2.16.1.4. - Handling financial matters such as invoices, payments, and agreements;

7.2.16.1.5. - Addressing technical issues or providing training related to Fixinc technology platforms (e.g., F24, Fixinc Portal, or similar), and/or;

7.2.16.1.6. - Conducting regular check-ins on the Client's established processes and programs.

7.2.16.2. - The Account Manager shall be available to the Client during standard business hours, Monday to Friday, from 0900 to 1730, local time (local time being established based on the Client’s regional location noted within the Proposal Agreement), excluding public holidays observed in the location of the Account Manager.

7.2.16.3. - The Client shall be provided with a dedicated email address and phone number, establishing a direct line of communication with the Account Manager. The details associated with this Account Manager are not to be shared externally.

7.2.16.4. - Only individuals who have been officially documented and assigned by the Client in accordance with their Premium subscription are eligible to utilise the services of the Dedicated Account Manager.

7.2.16.5. - At the discretion of Fixinc, the designated Account Manager may be subject to change. In such instances, Fixinc will promptly communicate these changes to the Client via email or phone and facilitate an introduction to the newly appointed Manager.

7.2.16.6. - The Client acknowledges and accepts that the Account Manager is not authorised to provide consulting services or offer expertise on specific matters. The role of the Account Manager is primarily focused on providing operational and administrative support.

​

8 - Service Provision and Delays

8.1. - Premium Cancellation or Hinderance: In the event of cancellation or hindrance of the Premium by the Client within the twelve (12) month period from the commencement date, the Client remains responsible for payment of the outstanding balance, which shall be calculated proportionally to the period for which the Premium has been active up to the date of cancellation or hinderance and inline with terms set out in clause 11.

8.2. - Premium Impedance: If the provision of the prescribed services is impeded solely due to reasons within the control of the Client and cannot be completed within the twelve (12) month Premium period from the commencement date, the Client may forfeit those services for the respective twelve (12) month period.

8.3. - Client / Client’s control: Reasons solely within the control of the Client may include but are not limited to, failure to provide necessary information, relevant documents, delays in providing access to required resources, access to key personnel during an activation or event, or failure to fulfil obligations specified in the agreement.

8.3.1. - The determination of hindrance caused by reasons within the Client’s control will be made by Fixinc in good faith.

8.4. - Service Hindrance by Client: In the event that the provision of the prescribed services of the Premium period is not possible within twelve (12) months from the commencement date due to reasons solely within the Client’s control, the services for that particular twelve (12) month period may be forfeited by Fixinc in accordance with clause 4 and 11. The Client will be duly notified of the forfeiture and its implications, including the impact on the associated fees for the forfeited services.

8.5. - Scope Change and Additional Work: Any work requested by the Client that falls outside the scope defined in clause 7.2 of these Terms and Conditions will be considered separate work to the Advisory Board. Additional work will necessitate the creation of a separate Proposal ID outlining the scope, objectives, Terms and Conditions, and deliverables of the requested additional work.

8.6. - Additional Fees: The Client acknowledges that additional work may incur additional fees. These fees will be detailed in the additional proposal ID and are additional to any fees documented in these Terms and Conditions.

8.7. - Work Pause for Additional Work: In the event that additional work is requested during the course of an ongoing Premium, The Client is not eligible to temporarily pause or suspend the Premium outside the terms of this agreement.

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

​

9 - Advisory Board Services

9.1. - Services Provided: Services, as defined above in these Terms and Conditions, will be provided in accordance with requirements specified in the signed Premium agreement, prepared by Fixinc and signed by the Client’s authorised representative via digital signature, checkbox, and date.

9.2. - Services Agreed: Fees are based on acceptance of all services outlined in the Client’s agreement and are subject to the specifications. Fixinc will provide advice and guidance on all services outlined in the Client agreement during an Advisory Board activation, including:

9.2.1. - a designate an appropriate contact person provided by the Client to facilitate the provision of the required information to Fixinc and to coordinate Fixinc activities during an activation within their organisation;

9.2.2. - The Client shall ensure Fixinc or a Fixinc Facilitator has access to all relevant information, materials, documents, processes or similar to provide a fair and reasonable response during an activation;

9.2.3. - The Client will confirm with Fixinc or a Fixinc Facilitator when to stand down and deactivate the Advisory Board, done either via their private Client portal, direct email, phone call, or using the Fixinc nominated Incident Management software. 

9.2.4. - Fixinc will only stand down and deactivate upon confirmation to do so from a nominated representative of the Client, 

9.2.5. - The Client must provide the details of their nominated representatives during the seven (7) day onboarding period in the first thirty (30) days of each Premium twelve (12) month term and it is the sole responsibility for the Client to maintain the authorised list of these representatives with Fixinc.

9.3. - Changes to the Services: Any changes to the Services, as detailed in these Terms and Conditions, or any variances from the specifications outlined in the Scope of Services detailed through clause 7.2 after the commencement of the services, must be agreed to by Fixinc in writing and may be subject to a fee adjustment as determined by Fixinc. 

9.4. - Completion of Premium: On completion of the work by Fixinc or Premium period of twelve (12) months, the Client will give notice of any hindrance or issues with the services provided within a reasonable timeframe and no later than the renewal date of the Premium’s term.

9.5. - Subcontractors: Fixinc at its sole discretion may subcontract any part of the Services including but not limited to the Advisory Board consulting service, Fixinc consulting services, technology services, or communication and facilitation services. In doing so, Fixinc will bear full responsibility for the completion of such services in accordance with this agreement. 

9.5.1. - The Client acknowledges that the Advisory Board members are employees, contractors, subcontractors of Fixinc that are vetted and approved by Fixinc in accordance with industry best standards and the Fixinc discipline competency framework. All members of the Advisory Board are required to have evidence on file with Fixinc of an active insurance premium in relation to their services to Fixinc and the Client which is available upon request by the Client.

9.6. - Documentation Storage and Management: The Client is entitled to store relevant and appropriate documentation with Fixinc for the Advisory Board members to conduct the Services mentioned within this agreement. The Client acknowledges that if they are unable to provide Fixinc access to relevant documents for the services of supporting the response to a disruption to the Client, that Fixinc may not be able to provide and conduct the Services stated within this Agreement.

9.6.1. - Client Responsibilities: The Client retains full discretion over which documents they choose to upload and share through the Fixinc system and documents requested by Fixinc to provide are of an advisory nature only.

9.6.1.1. - The Client's decision to share and upload documents via the nominated channels must be in accordance with Fixinc's general Website terms and conditions and privacy policy as detailed on www.fixinc.io.

9.6.1.2. - The Client acknowledges that Fixinc cannot be held responsible for any unauthorised breaches of the stored documents, and the Client assumes all responsibility for the security and confidentiality of the shared documents.

9.6.2. - Third Party Documentation Storage Providers: The Client understands and agrees that documents uploaded to the Fixinc system for storage may be hosted by third-party service providers, including but not limited to Fact24, Airtable, Amazon Web Services, Google Drive, Dropbox or similar cloud hosting providers, as determined by Fixinc.

9.6.2.1. - The Client acknowledges that the use of such third-party services is subject to the terms and conditions, privacy policies, and any other relevant agreements imposed by these providers. The Client is responsible for reviewing and agreeing to the terms set forth by these third-party providers and may request at any time access to these from Fixinc.

9.6.3. - Fixinc reserves the right to terminate or suspend the Documentation Storage Service at its discretion, with or without notice to the Client, if it is determined that the Client's use of the Service is in violation of the terms and conditions outlined herein or any other applicable policies.

9.6.4. - Modification of Terms: Fixinc may, at its discretion, modify or update these Documentation Storage terms and conditions. The Client will be notified of any changes, and continued use of the Service after such modifications shall constitute acceptance of the revised terms.

9.7. - Assurance Documentation: The Client is eligible to receive an official Fixinc signed and dated document confirming their active Premium subscription with Fixinc (“Assurance Document” / “Assurance Documentation”).

9.7.1. - Nature of Assurance Documentation: The Assurance Documentation provided by Fixinc is a non-legally binding marketing asset, designed to serve as a promotional tool, in its simplest form.

9.7.2. - Voidance of Documentation: This Assurance Documentation shall become void and of no effect immediately in the event that any clause or provision contained within the Agreement and its associated terms and conditions is breached by any party, irrespective of whether such breach occurs during or after the Premium's twelve (12) month term.

9.7.3. - Sharing Rights: The Client is granted the right to share this Assurance Documentation with any relevant party, contingent upon their understanding that it serves as complementary evidence of their current and active Premium engagement with Fixinc.

9.7.4. - Accessibility and Contents: The Assurance Documentation is accessible upon request or via the Client's private portal on Fixinc's platform at any time after the seven (7) day onboarding period and within the Premium’s activation schedule. It outlines the scope of services provided by Fixinc in accordance with publicly available information and acts as publicly suitable evidence of the Client’s engagement and relationship with Fixinc. It does not detail or explain any response process specific to the Premium or Client and does not act as evidence of a positive response to any incident or disruption.

9.7.5. - Modification Restrictions: The Client is expressly prohibited from making any modifications to the Assurance Documentation without prior written consent from Fixinc. Unauthorised modification is prevented through the application of watermarks to the document. Should the Client wish for any modifications to be made, Fixinc must authorise and complete these changes at no additional cost to the Client.

9.7.6. - Expiry and Renewal: The Assurance Documentation shall expire upon the completion of the twelve (12) month Premium schedule. In the event of the Client's renewal of their Premium with Fixinc, a new and updated Assurance Documentation shall be provided detailing the Premium’s dates.

9.7.7. - Single-Premium Scope: The Assurance Documentation is valid for one Premium engagement only and cannot be replicated or applied to subsidiaries, distinct businesses, foreign departments, or other areas of the Client's enterprise that are not initially included under the Premium's terms and conditions. It is strictly limited to the specific terms and conditions agreed upon for the identified Premium engagement.

​

10 - Ongoing Support and Services

10.1. -  Additional Support: The Client has the right to request additional ongoing support to their organisation for a current and active activation event in addition to the allocated Premium hours as noted in clause 7.2.4 as part of the Service provisions on the basis that:

10.1.1. - The subscribed hours as documented in clause 7.2.4 are used in their entirety for the 12-month Premium period, and;

10.1.2 - Fixinc has available Advisors or consultants to continue to provide ongoing support for the Client and at Fixinc’s discretion, agrees to allocate this member to the Client’s organisation, and;

10.1.3 - the Fixinc Advisor or consultant agrees to provide ongoing services in eight (8) hour blocks between Monday to Friday, 08:30 through 17:30 excluding public holidays, over 2 week blocks (ten (10) business days) at any one time, or as otherwise agreed explicitly in writing by the available Advisor or Consultant personnel to the Client and Fixinc, and;

10.1.4. - the Client agrees to pay the hourly rate determined and agreed by the Fixinc Advisor in the currency of the Advisors choice plus any applicable taxes or fees, per Advisor or Consultant, at eight (8) hour minimum increments, and;

10.1.5. - the Client’s nominated representative has requested ongoing support to Fixinc through their Client Portal, email, or phone call to their nominated Advisory Board Facilitator.

10.2. - Renewal of a Premium: The Client has the right to renew a Premium to obtain further hours if the allocated hours have expired during their premium term at any time. The Client acknowledges that this will result in a new Premium with the subtotal fees of that Premium due within the terms and conditions set out.

10.2.1 - Renewing a Premium in return for additional hours voids any preexisting agreement and Terms and Conditions, entering the Client into a new agreement for the chosen Premium.

10.3. - Invoice of Ongoing Work: The Client will be invoiced for the hours accumulated for any ongoing work monthly with a due date of 14 days or the 20th of the month, whatever is earliest. Overdue ongoing support invoices will not impact any active Premiums, but may result in suspension of any ongoing support if the invoice is in excess of thirty (30) days overdue.

​

11 - Cancellation and Changes

11.1. - Cancellation Policy: Fixinc reserves the right to impose cancellation fees to the Client if:

11.1.1. - the Client cancels their Premium at any time after the 30-day Grace Period as detailed in clause 11.5 and inline with this clause 11 or;

11.1.2. - the Client files for administrative, bankruptcy, or liquidation proceedings, or;

11.1.3. - any Terms and Conditions of this Premium agreement are broken by the Client.

11.2. - Fixinc Cancellation Fees: If the Client proceeds to cancel their Premium after the thirty (30) day Grace Period as mentioned in clause 11.5, a cancellation fee shall apply. This fee will be equal to 50% of the total Premium fees remaining for the unexpired portion of the Premium period at the time of cancellation on the basis no Premium hours or Services detailed in clause 7.2 have been used by the Client excluding clauses 7.2.8, 7.2.9, and 7.2.10 through to 7.2.10.2.

11.3. - Change of Services: Any changes to the Services or variances from the specifications outlined in these Terms and Conditions after service commencement must be agreed upon in writing by Fixinc and may lead to a fee adjustment or an additional Premium.

11.4. - Client Refunds: In the event that Fixinc fails to fulfil its obligations as defined in the Premium's Terms and Conditions or allocated premium Services, the Client shall be entitled to a full refund of any fees paid for said Premium (excluding applicable taxes and fees), provided that the Client notifies the Company in writing of such failure within a reasonable timeframe after the failure becomes evident or if Fixinc notifies the Client of its inability to complete the agreed services. The determination of the failure to meet obligations shall be made at the sole discretion of Fixinc, and the refund shall be processed promptly upon approval.

11.4.1. - Fixinc will arrange and facilitate a mediation meeting with the Client to discuss any failures to meet our obligation of this agreement before any refunded fees are processed within a thirty (30) day window of formal acknowledgement by either party of failure to provide services.

11.5. - Grace Period: In the event that the Client cancels the Premium within thirty (30) days from the date of acceptance and signature, and no allocated hours or services have been utilised during this thirty (30) day period (excluding clauses 7.2.8, 7.2.9, and 7.2.10 through to 7.2.10.2), the Client shall be eligible for a full refund of any fees paid for the premium excluding any applicable taxes or fees. To qualify for this refund, the Client must provide written notice of cancellation within the aforementioned thirty (30) day period and provide a legitimate reason for cancellation to Fixinc which may include, but is not limited to, liquidation or administration by the Client, significant and documented changes in operational and / or organisational processes, inability to meet the required allocations of clause 9.2 - 9.2.3. The refund shall be processed promptly upon receipt of such notice and shall constitute a full reimbursement of any Premium fees paid.

11.6. - Void of Agreement and Service during Grace Period: If the Client wishes to proceed with the cancellation of their Premium within the terms of this agreement, any existing and active Premiums will be cancelled and marked as void against the Client’s account with Fixinc.

​

12 - Services and Limitation of Liability

12.1. - Service Agreement: Services, as defined in these Terms and Conditions, will be rendered in accordance with the requirements specified in clause 7, prepared by Fixinc and signed by the Client's authorised representative.

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

12.3. - No Responsibility for Incorrect Signatures: Fixinc does not bear responsibility for the accuracy or correctness of the signature provided. The Client acknowledges that it is their responsibility to ensure that the signatory has proper authorisation and that any unauthorised or incorrect signatures provided to Fixinc does not void this Agreement between Fixinc and the Client.

12.4. - Payment Obligations: In addition to clause 12.3, the payment obligations outlined in this Agreement shall remain valid and enforceable. Any payment commitments initiated by the Client's signature are subject to the Terms and Conditions specified in this Agreement.

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

12.5.1. - Fixinc reserves the right to have continued access to a relevant and authorised member of the Client's organisation at all times during the Premium’s implementation period of twelve (12) months. It is the Client’s responsibility to ensure that a representative of the Client is available during the program’s entire schedule between reasonable business hours.

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

12.7. - No Claims for Disruptive Events: The Client acknowledges and agrees to not hold Fixinc Consulting Partners Limited, Fixinc Group Limited, or any subsidiary or organisation owned, operated or with any held interest by Fixinc or its Advisors, contractors, employees, or registered members liable for any existing, historic, or future claims arising from the outcome of any disruptive event or impact on the Client's organisation. Fixinc's advice and services are not intended to predict or control the outcome of such events and the Client acknowledges the relationship between both parties is advice based only.

12.8. - Client's Control over Future Events: The Client hereby acknowledges that any events, determinations, or undertakings initiated by the Client, whether in connection with the consulting services furnished by Fixinc or otherwise, fall squarely within the purview of the Client's jurisdiction and authority. Fixinc expressly disclaims any capability to exert influence or dictate the course or resolution of such occurrences, determinations, or undertakings.

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

12.10. - Fixinc Liability: Fixinc’s liability for any claims arising out of or relating to the Advisory services provided herein shall be limited to the fees paid by the Client to Fixinc for such services. Fixinc shall not be liable for any indirect, incidental, consequential, or punitive damages, including but not limited to loss of profits or business interruption, arising from the advice provided.

12.11. - Warranty: Fixinc does not give any warranty nor accept any liability in relation to the performance or non-performance of the services provided except to the extent, if any, required by law or specifically provided for in this Agreement.

12.11.1. - If any warranty in respect of the Services provided would be implied whether by law, custom or otherwise, that warranty is to the full extent permitted by law hereby excluded.

​

13 - Implementation Responsibility

13.1. - Fixinc Responsibilities: Fixinc shall not be held responsible or liable for any adverse consequences resulting from the incorrect or improper implementation of the advice provided. The Client acknowledges that the ultimate responsibility for the implementation, execution, and outcomes of the advice lies solely with the Client. Fixinc is limited to providing advice based on the information provided and the professional expertise possessed by the Fixinc Facilitator and / or Fixinc Advisory Board member.

13.2. - Failure to Proceed: In the event that the Client fails to proceed with the Services or fails to provide information that Fixinc reasonably requires for the purpose of providing the Services, Fixinc may serve upon the Client a written notice to the Client’s registered address requiring the provision of such information, documents or software to enable the services to proceed as supplied in the notice within fourteen (14) days. 

13.3. - Liability to Terminate: If the Client fails to comply within the specified time, Fixinc shall be at liberty to terminate this agreement without penalty by notice in writing to the Client and the Client shall pay Fixinc for its time and costs up to the date of termination based on a sum equal to 75% of the cost of the Services or an hourly charge at a rate of $305 USD per hour (including applicable taxes and fees), per person, whichever is the greater amount.

13.4. - Entire Agreement: These Terms and Conditions and any supporting documents constitutes the entire Agreement in respect of the matters dealt with in this agreement and supersedes all prior agreements relating to the Advisory Board service by Fixinc, understandings and negotiations in respect of the matters dealt within this Premium agreement and Terms and Conditions.

13.5. - Authorised amendments: No modification, amendment, waiver, termination or discharge of this Premium Agreement or Terms and Conditions will be binding upon either party unless confirmed by a written instrument executed by each party or a duly authorised officer thereof. 

13.6. - Survival of These Terms and Conditions: Any warranty, indemnity or licences made by a party pursuant to this Premium agreement or Terms and Conditions survive the termination of this agreement.   

​

14 - Intellectual Property

14.1. - Ownership of Intellectual Property: Copyright and Intellectual Property in all advice, reports, specifications, calculations, and other documents provided by Fixinc will be vested and remain vested in Fixinc. The Client shall have a licence to this Intellectual Property for the purpose of implementing the advice given by Fixinc as part of the services provided; however, the Client shall not use or make copies of such documents in connection with any work other than the work comprised in the Services provided, or in any way infringe on Fixinc’s intellectual property, unless express approval in writing is given in advance by a Director of Fixinc.

14.1.1. - Unauthorised Use of Fixinc Intellectual Property: Any unauthorised use of Fixinc Intellectual Property or Copyrighted assets of any nature may result in an instant termination of Premium with all total fees of the Premium due to Fixinc voiding any clause relating to refunds of the Client’s Premium. In some scenarios, Fixinc may consult legal counsel and take legal action against the Client upon a breach of this or any clause in these Terms and Conditions.

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

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

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

14.5. - Non-Disclosure Agreement (“NDA”): Upon request, Fixinc is prepared to sign a separate Non-Disclosure Agreement (NDA) with the Client. The NDA should outline specific Terms and Conditions related to the protection of confidential information and intellectual property by the Client.

14.6. - Privacy Policy and Terms and Conditions: Fixinc's Privacy Policy and Terms and Conditions, accessible on our website, form the comprehensive agreement regulating our data protection practices and the overarching terms governing our engagements. The Client is strongly urged to peruse these documents for deeper comprehension of our methodologies and responsibilities. It is important to emphasise that this Agreement comprises an integral component of the entirety of obligations and terms to which the Client is beholden.

​

15 - Confidentiality

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

15.2. - Confidential Information: Each party will treat the Confidential Information of the other party as confidential information. A party will not at any time, whether during this agreement or after completion of the Services, divulge or disclose either directly or indirectly to any person or persons or copy or reproduce or make use of, for any purposes other than as part of carrying out the Services, any confidential information except: with the other party’s prior written approval; in so far as may be reasonably necessary for the course of Fixinc performing its obligations under this agreement; or as required by law. Notwithstanding the above, confidential information is defined as information that is by its nature confidential; that is marked as confidential or which is known to be confidential, or which the Client ought to have known was confidential.  For the avoidance of doubt, confidential information includes any tools, processes or methodologies introduced, developed for or delivered by Fixinc to the Client which remain the exclusive property of Fixinc subject to a licence to the Client to use them as part of the Services. Confidential information also includes trade secrets and Intellectual Property of Fixinc as well as this agreement and Fixinc’s Terms and Conditions of trade.

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

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

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

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

​

16 - Indemnification and Liability

16.1. - Indemnification: Each party will hereby indemnify the other party from and against any and all liabilities, claims, demands, suits, judgments, damages and losses including any costs, expenses and legal Fees incidental thereto that may occur against or be incurred by the other party, as a result of any wilful act or omission, the neglect or misconduct of the party, arising out of the use of these services, or any material breach of this agreement, whether or not the services are used.

​

17 - Warranty and Termination

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

17.2. - Survival of These Terms and Conditions: Any warranty, indemnity or licences made by a party pursuant to this Premium’s Terms and Conditions survive the termination of this agreement.   

17.3. - Client's Obligations: If the Client fails to proceed with Services or provide necessary information within a specified timeframe, Fixinc may terminate the agreement, with costs payable by the Client as detailed in clause 11.

​

18 - Governing Law and Entire Agreement

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

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

​

19 - Modification and Survival

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

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

​

***

​

For questions or to discuss these Terms and Conditions with Fixinc, it is important to contact us or a representative of your Premium subscription before accepting and signing this proposal.