General Terms and Conditions - Service Agreement

1. Scope of Services

The Consultant will perform the services outlined in the accompanying Statement of Work (SOW), proposal, or engagement letter. Any work outside this scope will require written approval and may be subject to additional fees.

2. Payment Terms

Unless otherwise agreed in writing, payment is due within 30 days of the invoice date. Late payments may incur a 1.5% monthly late fee. The Consultant reserves the right to pause or terminate services for unpaid invoices.

3. Cancellations & Rescheduling

Client must provide 48 hours notice to cancel or reschedule sessions or workshops. Cancellations with insufficient notice may be billed at 50–100% of the fee, at Consultant’s discretion. For project-based work, a termination fee may apply for canceled work after commencement.

4. Confidentiality

Both parties agree to maintain confidentiality regarding any non-public, sensitive, or proprietary information shared during the engagement. This obligation will survive the termination of this agreement.

5. Intellectual Property

Any frameworks, tools, or materials developed or provided by the Consultant remain the Consultant’s intellectual property unless otherwise agreed. The Client is granted a non-transferable, non-exclusive license to use such materials for internal purposes only.

6. Limitation of Liability

Consultant’s liability is limited to the total amount paid by the Client for services rendered. In no event will the Consultant be liable for indirect, incidental, or consequential damages.

7. Termination

Either party may terminate this agreement with 14 days’ written notice. In such event, Client agrees to pay for all services rendered and authorized expenses incurred up to the termination date.

8. Force Majeure

Neither party shall be liable for failure to perform due to events beyond their control (e.g., natural disasters, pandemics, government actions, etc.).

9. Independent Contractor Status

The Consultant is an independent contractor, not an employee of the Client. Nothing in this agreement shall create a joint venture, partnership, or employment relationship.

10. Governing Law

This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict of law principles.

11. Wellness & Mindfulness Disclaimer

The Consultant may offer practices such as mindfulness, breathwork, light movement, or other wellness-based techniques as part of the services. These practices are intended to support focus, clarity, and well-being in a non-clinical setting. They are not a substitute for medical advice, diagnosis, or treatment. Clients are solely responsible for their own physical, mental, and emotional well-being and should consult with a healthcare provider before participating in any wellness-related activity. Participation is voluntary and at the client’s own risk.

12. Use of Testimonials and Case Studies

With prior written or verbal consent, the Consultant may use anonymized examples, feedback, or outcomes from this engagement as testimonials or case studies for marketing, education, or professional development purposes. Any identifying information will be removed or altered unless explicitly authorized by the Client.