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Terms & Conditions

THIS RETAINER AGREEMENT is entered into between Garnett Consulting, of 54 Hollenbeck Ave, Great Barrington, MA, and you (“the Client”).                   

By checking the box on the payment form, you are acknowledging that you have read, agree to, and accept all of the terms and conditions contained in this Agreement.

For good and valuable consideration, receipt of which is hereby acknowledged, the Parties to this Agreement agree as follows:

SERVICES

The Company provides consulting services in the field of career coaching and corporate growth (“Services”). A detailed description of the specific Services you have selected is set forth in the below Scope of Work, which is incorporated fully herein by reference.

FEES

Fees: You authorize the Company to charge your credit or debit card as payment for our Services. Furthermore, you agree that you are responsible for full payment of fees for those Services, regardless of whether you actually complete the Scope of Work.  Except where specified herein, no refunds will be issued under any circumstances.

CLIENT RESPONSIBILITIES 

Client agrees to do the following or provide the Company with the following in a timely manner to enable the Company to complete its responsibilities under this Agreement:

  1. Commit to doing any homework and answering any questions that come in between the sessions and are generated by Laura (typically there are a number of follow-up exercises and questions that come after the initial pre-work).  All responses are due to Laura three business days before the session is scheduled.
  2. Honor scheduled meetings by being on time. If you are more than 15 minutes late for a meeting, it is considered a re-schedule.
  3. Honor cancellation policy. Once appointments are scheduled you are allowed one re-schedule for non-emergency situations and one emergency reschedule (two total). After that, there is a $50 fee (??) for rescheduling. 

CLIENT-SUPPLIED INFORMATION OR DOCUMENTS

Where information is requested by the Company under this Agreement, such information is a critical part of the Company’s ability to provide the Client with a completed Scope of Work under this Agreement. The Client represents and warrants that all information it provides is accurate and complete, that Client has the right to disclose the information, and use of the information by Company does not infringe the intellectual property rights of a third party.  The Client agrees to provide all requested information in a prompt manner, and the Client acknowledges that the Company requires and will rely on the information provided by the Client to design and execute the steps necessary to complete the Scope of Work.  The Company is not liable or responsible to the Client in any way – and the Client agrees to hold the Company harmless – for the information the Client provides to the Company, or for any delay/failure of the Services caused by Client’s delay/failure to provide the requested information.  Failure by the Client to provide the Company full, accurate information or requested documentation in a timely way, is considered a breach of this Agreement. 

DISCLAIMER – NO GUARANTEES

The Company has made every effort to accurately represent the Services under the Scope of Work. Any testimonials and examples used are not intended to represent or guarantee that anyone will achieve the same or similar results. Each Client’s success or outcome as a result of this relationship depends on many factors, including his or her background, training, experience, dedication, desire, motivation, and proper and timely use of the Services. No representation is being made that any business will or is likely to achieve profit or losses similar to those shown on our website or in our marketing materials.

By checking the box, the Client acknowledges that as with any business endeavor, there is an inherent risk of loss of capital and there is no guarantee that the Client will avoid litigation, disputes, or other legal problems as a result of the Company’s work under this Agreement. There are no assurances that any prior successes or past results mean a guarantee of your future success or results, so making decisions based on any information presented to you by us on our website, via direct communications or otherwise should only be done with the knowledge that you could experience a different outcome, including loss of capital or business.  Only risk capital that you can afford to lose in your business endeavors.  You agree that we are not in any way responsible for the success or failure of your business or financial decisions, including those relating to any information presented by us, our Company or services.

Finally, You acknowledge and agree that you are participating in this Program at your own risk and it is your responsibility to use or refrain from using the advice, products or services in the Program in a way that is appropriate and safe for you as an individual. 

CONFIDENTIAL INFORMATION

The Parties acknowledge that as a result of this relationship, they may have access to, be making use of, acquiring or adding to information about certain matters and things that are non-public, proprietary, confidential and the exclusive property of the Parties (“Confidential Information”). The Parties agree to hold such information as confidential and agree to the following:

Except as otherwise provided in this Agreement, the Parties must not disclose the Confidential Information.

Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the respective Party and will only be used for the purpose of fulfilling the terms of this Agreement. The Parties will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the other or any of its affiliates or subsidiaries.

The obligations to ensure and prevent the disclosure of the Confidential Information imposed on the Parties in this Agreement and any obligations to provide notice under this Agreement shall survive five (5) years following the expiration or termination of this Agreement. 

The Parties may disclose any of the Confidential Information:

  1. To such of their employees, agents, representatives, subcontractors and advisors that have a need to know solely for the purpose of fulfilling their obligations to the respective Party (“Permitted Purpose”) provided that:
    • the Party has informed such personnel of the confidential nature of the Confidential Information;
    • prior to disclosure, such personnel agree in writing to be legally bound to the same burdens of nondisclosure and nonuse as the Party; and
    • the Party agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel.

       

  2. To a third party where the Parties have consented in writing to such disclosure; and

     

  3. To the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body, including subpoena, court order or operation of law.

     

  4. The Parties agree and acknowledge that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for exclusively in money damages and would cause immediate and irreparable injury to a Party. Accordingly, the Parties agree that the other is entitled to, in addition to all other rights and remedies available to them at law or in equity, an injunction restraining the disclosing Party and any agents of that Party, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.

     

  5. In the event that a Party is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, it will give the other prompt written notice of such request so that it may seek an appropriate remedy or alternatively to waive the other’s compliance with the provisions of this Agreement in regards to the request.

     

  6. If a Party loses or makes unauthorized disclosure of any of the Confidential Information, it will immediately notify the other of the disclosed Confidential Information.

     

  7. Upon termination or expiration of this Agreement, the Parties shall return to each other any and all copies of Confidential Information that they have in their possession or control within five (5) business days.

 

INTELLECTUAL PROPERTY AND WORK PRODUCT OWNERSHIP

Any works copyrighted, ideas, discoveries, inventions, presentations, publications, patents, products, or other information developed in whole or in part by the Company pursuant to this Agreement (collectively, the “Work Product”) shall be the exclusive property of Client upon payment in full for the Services. Work done on behalf of Clients “work-for-hire” and Client has full and exclusive ownership of any intellectual property rights in such Work Product.  The Company hereby irrevocably assigns to Client and waives any ownership or legal rights to that Work Product and hereby explicitly waives any moral rights inherent in it, where applicable, and agrees to execute any documentation necessary to make such assignment and waiver legally effective.

Notwithstanding the above, any works copyrighted, ideas, discoveries, inventions, presentations, publications, patents, products, or other information in the possession of Company prior to commencement of the Services for Client are not included in the definition of “Work Product,” and all right to such materials remains with the Company.

DISPUTE RESOLUTION

Except where the Company has a right to seek an Injunction or Collection of payments due, the Parties have the option to use non-binding mediation first to attempt to resolve any dispute arising between the Parties under this Agreement.  For any Injunction or Collection matters, the Company may seek immediate relief from the appropriate court of law. You waive all rights to trial by jury in any action or proceeding instituted in connection with this Agreement.

TERMINATION

The Parties may terminate this Agreement upon 30 days written notice to the other Party. Upon termination, the Company will have the right to invoice the Client for work completed/time incurred under this Agreement up to the date of termination. Any outstanding invoiced fees are due immediately and in full upon receipt by Client of Company’s final invoice.

Upon completion of the Scope of Work, this engagement will terminate but the rights and remedies in this Agreement shall survive until applicable statutes of limitations expire.

NO RULE OF STRICT CONSTRUCTION

Regardless of which Party may have drafted this Agreement, no rule of strict construction shall be applied against either Party. This Agreement shall be construed as if the Parties drafted the Agreement together.

FORCE MAJEURE AND LIABILITY

Company is not responsible for any loss, damages, costs, claims or expenses which may be incurred as a result of its delay in or failure to perform its obligations where such delay or failure is due to causes beyond its control. Causes beyond its control include, but are not limited to: fire, flood, earthquake, accident, civil disturbances, war, rationing or embargoes, strikes, labor problems, delays in transportation, inability to secure necessary materials, delay or failure of performance of any supplier or subcontractor, acts of God and acts of Government.

Except for damages arising out of the willful misconduct of Company, Company shall not be liable to the Client or its affiliates, officers, directors, successors or assigns for any incidental, consequential, special or punitive damages or lost profits arising out of this Agreement, whether liability is asserted in contract or tort and irrespective of whether it has advised or been advised of the possibility of any such loss or damage.

NOTICES

All notices required or permitted under the Agreement shall be in writing and shall be deemed received when delivered by email to laura@lauragarnett.com.

ASSIGNMENT

Except where a Party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either Party in whole or part without the prior written consent of the other Party to this Agreement.

AMENDMENTS

This Agreement may only be amended or modified by prior written agreement of both Company and Client.

INDEMNIFICATION

Both Parties agree to indemnify, defend and hold the other, and their representatives, agents, employees, successors and assigns, harmless for any and all liabilities, damages, claims, suits, judgments, taxes, duties, costs, fees and expenses, including reasonable attorneys’ fees and costs, that arise as a result of or in connection with either Parties’ breach of any term or provision of this Agreement, any negligent act or omission or willful misconduct of one of the Parties, its agents, employees or subcontractors, or a claim of lien or encumbrance made by third parties relating to work covered under this Agreement.

LIMITS ON DAMAGES

Company shall not be liable to Client or Client’s affiliates, officers, directors, successors or assigns for any incidental, consequential, special or punitive damages or lost profits arising out of this Agreement, whether liability is asserted in contract or tort and irrespective of whether Company has advised or been advised of the possibility of any such loss or damage.  Client’s sole remedy shall be its opportunity for a full refund of the Fee as provided for under the Disclaimer – No Guarantee provision in this Agreement.

GOVERNING LAW

The Parties agree that this Agreement was formed in the State of New York and will be construed in accordance with and governed by the laws of the State of New York without regard to applicable conflicts law.  The Parties hereto irrevocably consent to and submit to the exclusive jurisdiction of the courts of the State of New York and county of New York.

CUMULATIVE REMEDIES

Any specific rights or remedies provided to the Company under this Agreement are not exclusive and are meant to be cumulative of all other rights and remedies available to the Company under governing law.

GENERAL PROVISIONS

  1. Time is of the essence in this Agreement.

     

  2. This Agreement may be executed in counterparts.

     

  3. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

     

  4. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation or validity of any other part of this Agreement.

     

  5. The Client is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Company in enforcing this Agreement in seeking an injunction or as a result of any default of this Agreement by the Client.

     

  6. The Company and the Client acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the Company and the Client that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the Client to give the Company the broadest possible protection against disclosure of the Confidential Information.

     

  7. No failure or delay by the Parties in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.

     

  8. This Agreement will insure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Company and the Client.

     

  9. This Agreement constitutes the entire agreement between the Parties and there are no further items or provisions, either oral or otherwise. This Agreement replaces any communications between the Client and Company prior to the Effective Date.

 

SCOPE OF WORK

The Company will use its best and reasonable efforts to execute all the tasks laid out in the Scope of Work listed on the Company’s website.

TIME FOR PERFORMANCE OF SCOPE OF WORK

The Company agrees to fulfill its responsibilities under this Agreement no later than 6 months from the date of purchase. If the Client does not schedule sessions and complete pre-work within 6 months from the date of purchase, the Company reserves the right to terminate services. In these circumstances, no refunds will be given.