Consulting Agreement

Effective as of March 14, 2023

The following terms and conditions together with any documents they expressly incorporate by reference (collectively, this “Agreement”) are by and between Iona Pathways, LLC dba Lead Bee Leadership Development (“Consultant”) and the person or entity signing up to become a consulting client (“Client” or “You” and together with the Consultant, the “Parties”, and each a “Party”) of a specific consulting package as outlined on the checkout page at the time of sign-up.

WHEREAS, Consultant has the capability and capacity to provide consulting services related to Organizational Development / Leadership / Strategy / Communication; and

WHEREAS, Client desires to retain Consultant to provide said services, and Consultant is willing to perform such services under the terms and conditions hereinafter set forth;

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:

BY CLICKING TO ACCEPT OR AGREE TO THIS AGREEMENT WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY ALL POLICIES, CONDITIONS AND TERMS SET OUT IN THIS AGREEMENT, INCLUDING THOSE INCORPORATED BY REFERENCE.

  1. Client-Consultant Relationship - An effective consulting relationship requires mutual understanding and respect between the Consultant and the Client. That requires the Parties to agree to some basic tenets, including: 

    The Consultant and Client agree to communicate honestly, to be open to feedback, and to make time and space to participate fully in the session/s called for hereunder. In certain situations, the Consultant might offer to coach the Client through a decision-making process. The Client specifically agrees to be open to coaching during the consulting session/s.

    In addition, the Client agrees to accept personal responsibility for the results of Client’s actions. The Client agrees that the Consultant has not made any guarantees about the results of taking any action, whether recommended during any consulting session or not. You recognize that your ultimate success or failure will be the result of your own efforts, your particular situation, and innumerable other circumstances beyond the control and/or knowledge of the Consultant.

  2. Services - The parties shall engage in consulting as purchased by the Client, whereas a session will generally last ninety (90) minutes and will be conducted via the web-conferencing platform 'Zoom' (unless otherwise agreed upon in writing beforehand). The session/s must occur within a period of twelve (12) weeks from the time of purchase, or they will be forfeited without refund. The Client shall be responsible for scheduling the session/s via the Consultant's scheduling platform at mutually agreeable times as set forth under Section 4.

  3. Fees & No Refunds - In consideration of the provision of the Services by the Consultant, the Client shall pay a single fee which depends on the chosen Services as outlined on the checkout page at the time of sign-up; the fee is due and payable at the time of sign-up. Payment to the Consultant of such fees shall constitute payment in full for the performance of the Services. The session/s can be scheduled right after the payment is made.

    All sales are final, and the Consultant does not offer any money-back guarantees. You recognize and agree that you shall not be entitled to a refund for any purchase under any circumstances. Should you terminate the Agreement pursuant to the terms set forth under Section 17, all unused session/s shall be forfeited and non-refundable.

  4. Procedure and Scheduling - The Client shall be responsible for scheduling the session/s at mutually agreeable times using the Consultant's appointment booking app; once the Client is booked in, a booking confirmation, including the Consultant's 'Zoom' link (unless otherwise agreed upon in writing beforehand), will be sent to the Client via email.

    The Client shall initiate the session at the agreed-upon time by clicking the 'Zoom' link (unless otherwise agreed upon in writing beforehand) provided in the booking confirmation email.

    The session/s shall start and end at the scheduled times regardless of the time the Client calls to start the session. If the Client is late for the session/s, the session/s may be extended at the Consultant's discretion.

    The Client agrees to reschedule and/or cancel any session/s via the Consultant's appointment booking app.

    If, for any reason, the Consultant cannot conduct the consulting session at the agreed time, the Consultant will provide the Client with as much notice as possible, and the Client shall be able to reschedule the session for a mutually agreed time.

  5. Cancellation Policy - The Client may not cancel an individual session unless the Client does so at least twenty-four (24) hours before it is scheduled to begin. The Consultant reserves the right to treat any session that the Client misses or attempts to cancel less than twenty-four (24) hours before it is scheduled to begin as part of the allotted session/s.

  6. 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 that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” is identified as confidential when disclosed, or which the Receiving Party should reasonably know 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 Group who 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.

    If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy. 

  7. Use of Public Comments And Praise - To preserve the Client’s confidences, the Consultant will not publicly post anything about the Client’s session/s or consulting experience on social media or otherwise without the Client’s express written permission.

    To the extent the Client chooses to make any public disclosures about the consulting experience, whether through social media or other media, the Consultant may reshare that information. This will include the right to reshare the Client’s comments, praise, or other disclosure on social media and other online platforms. In other words, if you choose to say anything about the consulting experience publicly, the Consultant has the right to use those public comments to market and promote the Consultant's business. 

    This will include any necessary licenses to the copyright in your post and the right to use your name, image, or likeness (to the extent they are attached to your post) to promote the Consultant's business. 

  8. Limited Warranty - The Consultant warrants that the Services will be performed in accordance with the terms and subject to the conditions set out in this Agreement while applying commercially reasonable skill, experience and qualifications. The Consultant also warrants to provide the consulting services in a professional manner in accordance with generally recognized industry standards for similar services.

  9. Limitation of Liability - IN NO EVENT SHALL THE CONSULTANT BE LIABLE TO THE CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, 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. 

  10. Entire Agreement - This Agreement 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. 

  11. 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.

  12. Amendments - No amendment to or modification of this Agreement is effective unless it is in writing and acknowledged by each Party. 

  13. 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.

  14. Assignment - The 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 the Consultant. Any purported assignment or delegation in violation of this Section 14 shall be null and void. No assignment or delegation shall relieve the Client of any of its obligations under this Agreement. 

  15. Relationship of the Parties - The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

  16. Dispute Resolution - Each Party irrevocably and unconditionally agrees that any dispute arising under or related to this Agreement shall be resolved exclusively through arbitration to be held in Charleston, South Carolina, under the rules of the American Arbitration Association. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such arbitration and agrees to bring any such dispute only in such forum. Each Party agrees that a final judgement by such arbitration is conclusive and may be enforced in other jurisdictions by suit on the judgement or in any other manner provided by law. This Agreement shall be governed by and construed in accordance with the laws of Massachusetts, without effect of any conflicts of law provisions.

  17. Effective Date, Term & Termination - This Agreement shall commence and be enforceable with respect to each Party upon the date that the Client initially purchases the Services, and it shall continue thereafter until the completion of the Services (here: the consumption of all allocated session/s) or for a period of twelve (12) weeks, whichever comes first. 

  18. Privacy Policy, Terms of Use & Disclaimer - The Consultant's Privacy Policy, Terms of Use & Disclaimer are hereby incorporated by reference into this Agreement. Except as modified by this Agreement, each of those agreements and policies shall apply fully to the Client. In the event of a conflict between any of those policies and this Agreement, this Agreement shall govern.

  19. Support - If you have any questions regarding this Agreement, please send an email to contact@leadbeeleadership.com.