Terms of Service
By scheduling your booking you are agreeing to the following terms. A formatted version of this contract will be emailed to you to be signed and returned within 24 hours of discussing and agreeing upon services to be provided and price point.
Consulting Services Agreement
This Consulting Services Agreement and all statements of work, exhibits, and schedules attached hereto or referred to herein (this “Agreement”), dated as of __________ (the “Effective Date”), is between Carina Wingel Consulting LLC, a Georgia limited liability company, with an address at 2046 Towne lake Hills West, Woodstock, GA 30189 (“Consultant”) and [CLIENT NAME], [a [STATE OF ORGANIZATION] [corporation/LLC/[OTHER ENTITY]], with offices located at [ADDRESS]] [an individual with an address at [ADDRESS]] (“Client” and together with Consultant, the “Parties”, and each a “Party”).
Consultant has the capability and capacity to provide certain consulting services. Client desires to retain Consultant to provide such consulting services, and Consultant is willing to perform such consulting services under the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Consultant and Client agree as follows:
- Services. Consultant shall provide to Client the consulting services in exchange for payment of fees (the “Services”) as set out in one or more statements of work to be issued by Client and accepted by Consultant upon Consultant’s execution thereof (each, a “Statement of Work”). The initial accepted Statement of Work is attached here as Schedule A. Additional Statements of Work shall be deemed issued and accepted only if signed by Consultant or the Consultant Contract Manager and Client or the Client Contract Manager, appointed pursuant to Section 2.1(a) and Section 3.1, respectively.
- Consultant Obligations. Consultant shall:
- Designate employees or contractors that it determines, in its sole discretion, to be capable of filling the following positions:
- A primary contact to act as its authorized representative with respect to all matters pertaining to this Agreement (the “Consultant Contract Manager”).
- A number of employees, subcontractors or agents that it deems sufficient to perform the Services set out in each Statement of Work, (collectively, with the Consultant Contract Manager, “Consultant Representatives”).
- Retain sole discretion to change or modify any Consultant Representatives utilized to perform the Services without notice to or consent of Client.
- At the reasonable request of Client, Consultant shall use reasonable efforts to appoint a replacement Consultant Representative at the earliest time it determines to be commercially viable.
- Designate employees or contractors that it determines, in its sole discretion, to be capable of filling the following positions:
- Client Obligations. Client shall:
- Designate one of its employees or agents to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the “Client Contract Manager”), with such designation to remain in force unless and until a successor Client Contract Manager is appointed.
- Require that the Client Contract Manager respond promptly to any reasonable requests from Consultant for instructions, information or approvals required by Consultant to provide the Services.
- Cooperate with Consultant in its performance of the Services and provide access to Client’s premises, employees and equipment as necessary to enable Consultant to provide the Services.
- Take all steps necessary, including obtaining any required licenses or consents, to prevent Client-caused delays in Consultant’s provision of the Services.
- Fees and Expenses.
- In consideration of the provision of the Services by the Consultant and the rights granted to Client under this Agreement, Client shall pay the fees set out in the applicable Statement of Work. Payment to Consultant of such fees and the reimbursement of expenses pursuant to this Section 4 shall constitute payment in full for the performance of the Services. Unless otherwise provided in the applicable Statement of Work, said fee will be payable within 30 days of the date on the invoice sent to Client from Consultant. Except as otherwise provided in this Agreement, all monetary amounts referred in this Agreement are in USD (US Dollars).
- Client shall reimburse Consultant for all reasonable expenses incurred in accordance with the Statement of Work, within 30 days of the date on the invoice sent to Client from Consultant accompanied by receipts and reasonable supporting documentation.
- Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Client hereunder; provided, that, in no event shall Client pay or be responsible for any taxes imposed on, or with respect to, Consultant’s income, revenues, gross receipts, personnel or real or personal property or other assets.
- Except for invoiced payments that the Client has successfully disputed, all late payments, including late payments as provided in Section 4.5, shall bear interest at the lesser of the rate of 20% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Client shall also reimburse Consultant for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under this Agreement or at law (which Consultant does not waive by the exercise of any rights hereunder), Consultant shall be entitled to suspend the provision of any Services if the Client fails to pay any undisputed amounts/fees when due hereunder and such failure continues for 15 days following written notice thereof.
- Limited Warranty and Limitation of Liability.
- Consultant warrants that it shall perform the Services:
- In accordance with the material terms and conditions set out in the respective Statement of Work and this Agreement.
- Using personnel of commercially reasonable skill, experience and qualifications.
- In a timely, workmanlike and professional manner in accordance with generally recognized industry standards for similar services.
- Consultant's sole and exclusive liability and Client's sole and exclusive remedy for breach of this warranty shall be as follows:
- Consultant shall use reasonable commercial efforts to promptly cure any such breach; provided, that if Consultant cannot cure such breach within a reasonable time (but no more than 60 days) after Client's written notice of such breach, Client may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 8.2.
- In the event the Agreement is terminated pursuant to this Section 5.2, Consultant shall within 30 days after the effective date of termination, refund to Client any fees paid by the Client as of the date of termination for the Service or Deliverables (as defined in Section 6 below), less a deduction equal to the fees for receipt or use of such Deliverables or Service up to and including the date of termination on a pro-rated basis.
- The foregoing remedy shall not be available unless Client provides written notice of such breach within 30 days after delivery of such Service or Deliverable to Client.
- CONSULTANT MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN Section 5.1, ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED.
- Consultant warrants that it shall perform the Services:
- Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Client under this Agreement or prepared by or on behalf of the Consultant in the course of performing the Services, including any items identified as such in the Statement of Work (collectively, the “Deliverables”), except for any Confidential Information of Client or Client materials, shall be owned by Consultant. Consultant hereby grants Client a personal, limited license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicenseable, fully paid-up, royalty-free and perpetual basis solely to the extent necessary to enable Client to make reasonable use of the Deliverables and the Services. The limited license rights granted in this Section 6 expressly do not include the right to make adaptations or derivative works of or relating to the Deliverables.
- Confidentiality. From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public proprietary and confidential information of Disclosing Party, labeled as "confidential" or “proprietary” or if not labeled, disclosed under circumstances that a reasonable person would understand to be confidential (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section 7; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Representatives who (i) need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement and (ii) have been apprised of the proprietary nature of the Confidential Information and have executed written agreements of confidentiality or are under professional obligations of confidentiality.
- Term, Termination and Survival.
- This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work, unless sooner terminated pursuant to Section 8.2 or Section 8.3.
- Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party:
- Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach.
- Becomes insolvent or admits its inability to pay its debts generally as they become due.
- Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing.
- Is dissolved or liquidated or takes any corporate action for such purpose.
- Makes a general assignment for the benefit of creditors.
- Has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
- Notwithstanding anything to the contrary in Section 8.2(a), Consultant may terminate this Agreement before the expiration date of the Term on written notice if Client fails to pay any amount when due hereunder: (a) and such failure continues for 60 days after Client's receipt of written notice of nonpayment; or (b) more than 3 times in any 5 month period;
- Effect of Termination:
- If Consultant terminates this Agreement pursuant to this Section 8 prior to completion of the Services, Consultant shall make a reimbursement payment to Client for the value of Services not provided to the Client, as determined by Consultant.
- If Client terminates this Agreement pursuant to this Section 8 after Consultant has begun work on the Services, Client shall forfeit the retainer fee of $TBD to Consultant.
- If Client terminates this Agreement pursuant to this Section 8 after Consultant has completed more than half of work on the Services, as determined by Consultant, Client shall pay the end payment of $TBD plus any accrued and pre-approved expenses for Services to Consultant within 5 business days of termination.
- All Deliverables not yet completed will be retained by the Consultant. Each Party shall use commercially reasonable efforts to return Confidential Information of the other Party to that Party within 14 days of termination of this Agreement for any reason.
- The rights and obligations of the parties set forth in Sections 4, 5.3, 6, 7, 8.4, 8.5, 9, 10, and 11-23 will survive any termination or expiration of this Agreement.
- Limitation of Liability.
- IN NO EVENT SHALL CONSULTANT BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
- IN NO EVENT SHALL CONSULTANT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO CONSULTANT PURSUANT TO THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
- Insurance. During the term of this Agreement and for a period of 1 year thereafter, Client shall, at its own expense, maintain and carry insurance with financially sound and reputable insurers, in full force and effect that includes, but is not limited to [ADD INSURANCE COVERAGES AND RESPECTIVE AMOUNTS, IF PREFERRED, OR CAN REMOVE THIS SECTION] with financially sound and reputable insurers. Upon Consultant's request, Client shall provide Consultant with a certificate of insurance from Client's insurer evidencing the insurance coverage specified in this Agreement. The certificate of insurance shall name Consultant as an additional insured. Consultant shall provide Client with 30 days' advance written notice in the event of a cancellation or material change in Consultant's insurance policy. Except where prohibited by law, Client shall require its insurer to waive all rights of subrogation against Consultant's insurers and Consultant.
- Independent Contractor. In making and performing under this Agreement, the parties are acting and shall act as independent contractors. Neither Party is, nor will be deemed to be, an agent, legal representative, joint venturer, or partner of the other Party for any purpose. Neither Party shall have any authority to act for or to bind the other Party in any respect.
- Entire Agreement. This Agreement, including and together with any related Statements of Work, exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Statement of Work, the terms and conditions of this Agreement shall supersede and control.
- Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”, and with the correlative meaning “Notify”) must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section 12.
Notice to Consultant:
2046 Towne Lake Hills West
Woodstock Ga, 30189
- Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
- Amendments. No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to this Agreement and signed by an authorized representative of each Party.
- Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
- Assignment. Client shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Consultant. Any purported assignment or delegation in violation of this Section 16 shall be null and void. No assignment or delegation shall relieve the Client of any of its obligations under this Agreement. Consultant may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Consultant's assets without Client's consent.
- Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
- No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
- Choice of Law. This Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement, and all matters arising out of or relating to this Agreement, is governed by, and is to be construed in accordance with, the laws of the State of Georgia, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Georgia.
- Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in any forum other than the state or federal courts with jurisdiction over Atlanta, Georgia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in such courts. Each Party agrees that a final judgment in any such action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
- Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in Section 12, a signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
- Force Majeure. The Consultant shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Consultant including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 90 days, Client shall be entitled to give notice in writing to Consultant to terminate this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date by their respective duly authorized officers.
CARINA WINGEL CONSULTING LLC
By Carina Wingel
Name: Carina Wingel
Title:Brand Consultant CEO
INITIAL STATEMENT OF WORK
All services will be listed with timeframe for the project on the signed contract. All services will be provided within the timeframe unless hindered by clients lack of communication and decision making or the extension of services.