These Terms and Agreements (hereinafter called the “Terms”) is issued pursuant to the Consultant Services Master Agreement between the Client (“Client”) and Shanley Ten Eyck, LLC (“Contractor” or “Organizer”), effective the agreed upon date (the “Agreement”). These Terms are subject to the terms and conditions contained in the Agreement between the parties and is made a part thereof. Any term not otherwise defined herein shall have the meaning specified in the Agreement. In the event of any conflict or inconsistency between the terms of this Terms and the terms of this Agreement, the terms of this Terms shall govern and prevail.

These Terms are entered into by and between Contractor and Client and is subject to the terms and conditions specified below. The Exhibit(s) to this Terms, if any, shall be deemed to be a part hereof. In the event of any inconsistencies between the terms of the body of these Terms and the terms of the Exhibit(s) hereto, the terms of the body of this Terms shall prevail.

Organizer will provide professional organizing services to Client as an independent contractor.

License and Registration: Organizer does business under Florida document #L20000364647 with insurance provided by Don Hatcher at Palm Insurance of Florida in Stuart, Florida.

Virtual Organizing: If virtual option is selected, Organizer will send Client a video conference link via “Zoho Web Conference” for virtual organizing to Client provided email noted on Page 1 of SOW. Organizer will wait for 20 minutes on Web Conference before Client is considered a “No-Show” and the Cancellation Policy will be exercised.

Insurance: Client agrees their personal insurance will be in place while Organizer is working with them and will provide any coverage needed.

Terms and Termination: Contract is effective on the date written above and continues until terminated, or until a new Contract is signed.

Payment: Client agrees to pay Organizer’s current fees for each hour of work or portion thereof on a daily basis, completed by Organizer or an assistant. Client grants Organizer authorization of access to stored credit card information for costs to cover services, cancellations, supplies, and assistant fees. Client understands that the provision of any supplies required for an organizing session are the responsibility of the Client. Should Organizer make purchases on behalf of Client, the full expense will be reimbursed by Client, and the hourly fee will be paid for the time Organizer spends shopping. Client understands ownership of any items purchased by Organizer transfers to the Client upon purchase of said items.

Cancellations:  Client agrees to provide a minimum of 24 hours’ written notice when canceling prior to the scheduled start time of an organizing appointment. If insufficient notice is provided, up to half of the cost of the aforementioned cancelled session may be charged by Organizer; Client agrees to charges assessed. Cancellations based on inclement weather are only made at the Organizer’s discretion.

Travel & Lodging: As needed, Client will be invoiced monthly for the Client-related consulting services and travel & lodging expenses. Standard Contractor invoicing is assumed to be acceptable. Invoices are due upon receipt.

Client will be invoiced all costs associated with out-of-pocket expenses (including, without limitation, costs and expenses associated with meals, lodging, local transportation, and any other applicable business expenses) listed on the invoice as a separate line item. Reimbursement for out-of-pocket expenses in connection with performance of this SOW, when authorized and up to the limits set forth in this SOW, shall be in accordance with Client’s then-current published policies governing travel and associated business expenses, which information shall be provided by the Client. The limit of reimbursable expenses pursuant to this SOW is estimated to be 15% of the fees unless otherwise authorized in writing and agreed to by both parties via the project change control procedure outlined within.

If applicable, invoices shall be submitted monthly in arrears, referencing this Client’s SOW Number to the address indicated above. Each invoice will reflect charges for the time period being billed and cumulative figures for previous periods. Terms of payment for each invoice are due upon receipt by Client of a proper invoice. Contractor shall provide Client with sufficient details to support its invoices, including time sheets for services performed and expense receipts and justifications for authorized expenses, unless otherwise agreed to by the parties. Payments for services invoiced that are not received within 30-days from date of invoice will be subject to a 5% penalty per calendar month.

Contractor shall have fulfilled its obligations when any one of the following first occurs:

·  Contractor accomplishes the Contractor activities described within this SOW, including delivery to Client of the materials listed in the Section entitled “Deliverable Materials,” and Client accepts such activities and materials without unreasonable objections. No response from Client within 2-business days of deliverables being delivered by Contractor is deemed acceptance.

·  Contractor and/or Client has the right to cancel services or deliverables not yet provided with 20 business days advance written notice to the other party.

Photographs:  Client agrees that Organizer may take “Before” and “After” photos of Client’s space where organizing session(s) take place. For a “Virtual Organizing” session, Client will provide “Before” photos to Organizer via text or email before start of first session for use by Organizer during their session(s). These photos may be used at Organizer’s discretion, including but not limited to social media and Organizer’s publications and presentations. Organizer agrees not to accompany any photos used with identifying information.

Limitation of Liability: Organizer will not discard or donate items without Client’s permission. Client agrees Organizer is not responsible for any items taken for donation by Client, Organizer, or Other Agencies. Client agrees Organizer cannot retrieve or return any donated items once they have left Client’s possession. Subject to Client’s obligation to pay hourly fees to Organizer, as outlined above, either party’s liability arising directly out of its obligations under this Contract and every applicable part of it shall be limited in aggregate to said hourly fees. Organizer assumes no liability due to the services provided or the quality of items purchased for Client. Organizer provides no warranty regarding the outcome of an organizing session or services. Organizer will not be held liable for any lost or damaged items. Organizer will not be held liable to replace or reimburse Client for any lost or damaged items. Organizer will not be held liable for any errors and omissions leading to monetary or other loss to the Client.

Confidentiality: Client grants Organizer authorization to store credit card information securely to cover services, cancellations, supplies, and assistant fees. Client recognizes that entering into Contract with Organizer means that Organizer may be in contact with Client’s personal items and information. Organizer agrees to respect Client’s wishes with respect to confidential treatment of such personal items and information. Organizer further agrees to use reasonable means to keep all such personal items and information secure and confidential unless Client gives specific permission to make such personal items or information public.

Ethics: 

As a member of these organizations, Shanley adheres to the following codes:

NAPO Code of Ethics

International Center for Reiki RMA Code of Ethics