General Terms and Conditions

Introduction

Welcome to Simplifis (2020) Limited trading as Reforge Energy (“Reforge Energy”, “we”, “us”). By engaging with our consulting Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. These terms apply to all Services provided by us, including any third-party collaborations. Order of precedence. If there is any conflict, a signed SOW, proposal, or master Services agreement prevails over these Terms.

Definitions
"Background IP" means intellectual property owned or controlled by a party before the date of the SOW, or developed independently of the Services.
"Business Days" means Monday through Friday, excluding public holidays in New Zealand.
"Client Data" means information and materials that the Client provides to us for the purpose of the Services.
"Client" means an individual or business engaging our consulting and advisory Services.
"Deliverables" means the items we must deliver under a SOW, including models, reports, drawings, schedules, and presentations.
"Force Majeure" means unforeseen circumstances beyond reasonable control.
"Invoice" means a billing statement issued by Reforge Energy for Services rendered.
"Project IP" means intellectual property first created in performing the Services that is not Background IP and does not include Third-Party Technology.
"Project" means the programme of work described in an applicable Statement of Work (SOW) or proposal.
"Services" means any consulting, advisory, or strategic planning work performed by Reforge Energy.
"Site" means any location where the Services are performed or to which the Services relate.
"Statement of Work" or "SOW" means a document signed by both parties describing the Services, Deliverables, assumptions, and commercial terms.
"Terms and Conditions": The contract between the Client and Simplifis (2020) Limited trading as Reforge Energy, including these Terms and Conditions.
"Third-Party Technology" means any technology, software, data, or materials owned by a third party and used in the provision of the Services.

Engagement & Scope of Work

The Services for energy and waste projects may include:

feasibility and options analysis
techno-economic and project-finance modelling (TEA/PF)
site selection
consenting support
procurement and EPC/M interface
stakeholder engagement
HAZID/HAZOP co-ordination
Commissioning and operations readiness.
Health and safety and site access. The Client must ensure safe Site access, inductions, and compliance with the Health and Safety at Work Act 2015. The Client warrants disclosure of hazardous materials and will indemnify us for exposure not caused by our negligence.
Permits and approvals. Unless stated in a SOW, the Client is responsible for obtaining permits, approvals, and consents. Our inputs are advisory and do not guarantee consent outcomes.
Change control. Out-of-scope work requires a written variation. We will agree time, cost, and impact before proceeding and may reference a current rate card.

Fees & Payment

All fees are stated and billed in New Zealand Dollars (NZD), exclusive of GST.
Fees payable in advance. We may require payment in advance for some or all Services. We will not start work until cleared funds are received. Prepaid amounts are credited against invoices. If fees and costs exceed the prepayment, we will invoice the balance on standard terms. If the engagement ends early, any unused prepayment will be applied to the final invoice and any surplus refunded.
Retainers. We may require a retainer as a condition of starting or continuing Services. The retainer is a credit on account and is not interest bearing. We apply the retainer to invoices as they fall due. The Client must top up the retainer to the agreed level within 5 Business Days of request. If the retainer is not maintained, we may suspend Services after notice. On close out, any remaining balance will be applied to the final invoice and any surplus refunded.
Payment is due within 5 Business Days of receipt of the invoice.
Expenses are reimbursable at cost (or as specified) and will be invoiced monthly together with fees. We may suspend Services for overdue amounts after notice.
Any disputes regarding an invoice must be raised before the due date for review and resolution.
Late payment interest. Interest accrues on overdue amounts at the lower of 1.5% per month or 6% per annum above the RBNZ Official Cash Rate, calculated daily until paid.

Confidentiality

Technology partners and subcontractors. We may use named technology partners and subcontractors (including OEMs). We remain responsible for our performance. The Client consents to sharing necessary information with those partners subject to confidentiality.
Each party must protect the other’s Confidential Information using reasonable care and at least the same care it uses for its own. These obligations continue for 5 years after the end of the engagement. Information is not confidential if it is public, already known, independently developed, or disclosed under legal compulsion.
Privacy. We comply with the Privacy Act 2020 and our Privacy Policy for Reforge Energy. We may disclose personal information to delivery partners where required to perform the Services.
Both parties agree to keep confidential any proprietary or sensitive information shared during the engagement.
Confidential information shall not be disclosed to any third party without prior written consent.
Publicity. Neither party will use the other’s name, logo, or project details in public materials without prior written consent.

Intellectual Property

Intellectual property structure.
(a) Each party retains its Background IP.
(b) Project IP in Deliverables is licensed to the Client for internal use, tendering, financing, consenting, construction, operations, and regulatory submissions.
(c) Third-Party Technology IP is excluded.
(d) Open-source components remain under their licences.

Limitation of Liability

Insurance. We maintain professional indemnity and public liability insurance at customary limits and will provide certificates on request.
Liability cap. Our aggregate liability is capped at the fees paid in the 12 months before the event or NZD [cap], whichever is higher. This cap does not apply to wilful misconduct or fraud. Indirect or consequential losses are excluded.
Nothing in these Terms and Conditions excludes liability for fraudulent misrepresentation or misleading conduct under the Fair-Trading Act 1986.

Termination

Suspension for non-payment. We may suspend Services for overdue amounts after notice. On termination, accrued fees and approved expenses are payable.
Cancellation with notice. Either party may cancel the Services on two months’ prior written notice. During the notice period we will complete agreed wind-down tasks only. The Client must pay all fees and approved expenses up to the effective cancellation date, plus any committed third-party costs. Any retainer or prepayment will be applied to the final invoice and any surplus refunded. If a SOW sets a different notice period, that SOW prevails.
Reforge Energy reserves the right to suspend or terminate Services immediately in the event of a material breach of these terms.

Force Majeure

Dispute Resolution

Any disputes shall first be attempted to be resolved amicably through negotiation by contacting legal@reforge.energy
Good-faith resolution. Before mediation, the parties will attempt to resolve any dispute in good faith within 10 Business Days of written notice.
If unresolved, both parties may agree to refer the dispute to mediation before proceeding to legal action, with costs shared equally by both parties.
If mediation fails, the matter shall be settled in the New Zealand courts, which shall have exclusive jurisdiction.

Disclaimer & Warranties

Regulatory and market matters. We do not guarantee regulatory approvals, third-party performance, funding availability, network access, or market prices. Our Services are not legal, tax, or financial advice.
No Guarantee of Results: While we provide consulting and advisory Services with the aim of improving business performance, we do not guarantee any specific results or outcomes. The success of our recommendations depends on various factors, including implementation by the Client.
Services Provided "As Is": All Services are provided on an "as is" basis without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
Where the Client acquires the Services for business purposes, the Consumer Guarantees Act 1993 does not apply.
Limitation on Advice: Any financial, strategic, or operational advice provided by Reforge Energy is based on industry knowledge and best practices but should not be considered financial, legal, or tax advice. Clients should seek independent professional advice before making business decisions.
Third-Party Services: Where third-party tools, software, or Services are recommended or used, we make no warranties or representations regarding their suitability, security, or performance.

General Provisions

Where you have an individual service agreement, you agree to these and any additional terms within that agreement.
Unless expressly stated in these terms, you will not assign or otherwise transfer your rights or obligations without our written consent.
Environmental instruments and by-products. Ownership and value of any carbon credits, emissions units, and by-products (including slag or char) will be set out in the applicable SOW or project agreement.
Notices. Notices must be sent by email to legal@reforge.energy, (copy to hello@reforge.energy as non-notice), or to the email notified by the Client in the SOW. A notice is deemed received when the sender’s email system records successful transmission, provided it is during a Business Day, otherwise on the next Business Day.
These Terms are governed by the laws of New Zealand.
Survival. Clauses on Fees & Payment, Confidentiality, Intellectual Property, Limitation of Liability, Dispute Resolution, and Notices survive termination.
Reforge Energy reserves the right to update these terms at any time. Changes will take effect upon publication on our website.

Contact Information: If you have any inquiries or concerns about these Terms and Conditions,please email us at hello@reforge.energy (not for formal notices).