Terms and Conditions

In these Terms and Conditions, the following definitions are applicable:

1. Definitions

"Client" means the organization or person with whom the Contract is made to

"Service Provider" means; the user of these Terms and Conditions

"Services" means the services to be provided by the Service Provider to the Client as specified in the Booking Confirmation;

"Confidential Information" means any information related to the Services disclosed by the Client to the Service Provider and by the Service Provider to the Client, respectively, either directly or indirectly. Confidential Information may include, by way of example but without limitation, products, passwords, formulas, models, employee interviews, records, quality monitoring programs, training materials, business strategies, customer lists, know-how, drawings, pricing information, inventions, ideas, and other information, or its potential use, that is owned by or in possession of the Client and the Service Provider, respectively;.

“Booking Confirmation” means the document (i) setting out the services to be provided by the Service Provider to the Client and (ii) listing any documents and the like to be provided by the Client to the Service Provider such that the Service Provider may perform the Project; including assessments, journal, homework and mood board.

“Subcontractor” means either an affiliate or subsidiary of the Service Provider, or an independent contractor, respectively, which is qualified to perform the applicable services and the Contract, and has been contracted by the Consultant accordingly, as evidenced by an agreement in writing

"Contract" agreed upon booking confirmation between parties to complete Services or service with Subcontract

"Compensation" means the payments set out in Schedule 2 of this Terms and Conditions.

"Intellectual Property Rights" includes copyrights, trademarks, designs, patents, trade, business of company names, trade dress, get up or other similar proprietary rights or any rights to registration of such rights existing in the world, whether created before, on or after the date of this Terms and Conditions.

IT IS AGREED as follows:

2. These Terms and Conditions govern the provision of all services from or on behalf of the Service Provider to the Client and apply to all legal relationships between the Service Provider and the Client.

2.1. The Service Provider has agreed to provide Services professionally, devoting sufficient time and attention as is necessary to properly provide the Services;

2.2. Each party has entered into this Contract freely without duress.

2.3. This Terms and Conditions supersedes any prior representations, agreement or offers (either written or verbal) made by the Service Provider.

2. 4. Any amendment or modification of this Terms and Conditions or additional obligation assumed by either party in connection with this Terms and Conditions will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

2. 5. The Contract commences at the time of first session, 'Think Bigger' and continues until booked service(s) are complete or terminated in accordance with clause 6 of this Terms and Conditions.

3. The Service Providers Provision of Services

(a) The Service Provider must keep records of all the Services;

(b) The Service Provider has the right to change the scope of the Services from time to time, provided that it has the prior consent of the Client (which may not be unreasonably withheld).

3. 1. Location

(a) The Service Provider will work at their own premises.

(b) Any travel in relation to Services must be arranged in accordance with clause 3.2 of this Agreement.

3. 2. Travel and Expenses

(a) The Client may request that the Service Provider travel to specific locations from time to time

(b) If the Client requests Service Provider to travel by airplane, train or vehicle to provide Services, the Client will organize and pay for Service Provider's airfares, accommodation, per diem, visa or permits, and travel insurance to cover the Service Provider for loss or damage to baggage

3. 3. Reimbursement of Expenses

(a) The Service Provider will be reimbursed from time to time for reasonable and necessary expenses incurred by the Service Provider in connection with providing the Services.

(a) All expenses must be pre-approved verbally or written by the Client.

4. Compensation

The Client agrees to pay the Service Provider the total Compensation for the Services at the time of booking.

1. Cancellation

(a) If you wish to cancel your service, please email info@passionledly.com at least 48 hours in advance. I begin preparing for our session a couple of days in advance, please be mindful. By purchasing a service, you agree to our policy.

(b) Failure to provide notice during this time will incur a cancellation fee in the amount of $40.00

(c) You can reschedule your reservation within 24 hours of the time of your session. Please keep in mind availability is limited. Please email info@passionledly.com to find the next available date.

(d) Clients who fail to show up for their scheduled session will not be given a refund. A grace period of 15 minutes is given to each client once.

4. 2. Tax

(a) The Compensation by the Client to the Service Provider under this Terms and Conditions are inclusive of any tax

(b) The Service Provider will be responsible for payment of any taxation required under law

(c) The Service Provider and the Client acknowledge and agree that all Compensation received by the Service Provider are gross payments, and that the Service Provider is solely responsible for its own liabilities, including but not limited to income tax

5. Confidential Information and Intellectual Property Rights

5. 1. Acknowledgement and continuation of obligation

The Service Provider acknowledges:

(a) the importance and value of Confidential Information to the Client and its Associated Entities;

(b) that it is fair and reasonable for the Service Provider to agree to comply with this clause 8;

(c) that monetary damages are not an adequate remedy for a breach of this clause 8, and that if the Service Provider breaches this clause 8, or the Client has reason to believe that the Service Provider will breach it, then the Client is entitled,

(d) the Service Provider’s obligations under this clause 8 will continue after this Agreement terminates for whatever reason

5. 2. Confidential Information

Subject to clause 5.2 (b) during and after the Contract, the Service Provider:

(a) not make public or disclose to any person any Confidential Information;

(b) not use, or allow or assist others to use Confidential Information; and

The Service Provider may disclose Confidential Information:

(d) as required in the proper provision of the Services;

(e) as required by law;

(f) where information is in the public domain; or

(g) with verbal or written consent from the Client

Upon the termination of the Contract, the Service Provider agrees to deliver to the Client or its authorized representative without any further demand:

(h) documents, including any copies of documents, containing or relating in any way to Confidential Information;

5. 3. Intellectual Property Rights

(a) The Service Provider acknowledges that, in providing the Services, the Client may develop ideas, concepts, or inventions, and it is intended that the Client will own all Intellectual Property Rights arising out of the provision of the Services, including without limitation any presentations, work papers and communications Service Provider and Client create.

(b) The Service Provider agrees to assign to the Client all existing and future Intellectual Property Rights

6. Termination

(a) The Contract may be terminated by either party, at any time by giving a 4 day written notice to the other party

(b) The Service Provider will not be obligated to provide work to the Client during this notice period

On termination of the Contract:

(a) the Service Provider must stop providing Services;

(b) the Service Provider must return the Client all documents, papers and equipment of the Client which are in its possession or control;

6. 1. In the event that this Agreement is terminated by the Client prior to the

completion of the Services with Services partially performed, the Service

Provider will be entitled to the full monthly rate of the Compensation, provided there has been no breach of contract on the part of the Service Provider.

6. 2. Termination Clause

This clause prevails over all other clauses of this Terms and Conditions to the extent of any inconsistency.

7. About this Terms and Conditions

7. 1. The Service Provider and Client agree not to file or pursue claim, lawsuit or any other complaint or charge.

8. Independent Contractor

8. 1. In providing the Services under this Terms and Conditions it is agreed that the Service Provider is acting as an independent contractor and not as an employee. The Service Provider and the Client acknowledge that this Terms and Condition does not create a partnership or joint venture between them, and is exclusively a contract for service.

9. Modification of Terms and Conditions

9. 1. The Service Provider is obligated to notify all past and present Clients when the Terms and Conditions has been modified

Schedule 2

Compensation

The Client must pay the Service Provider:

1. $400 USD for a minimum of 2 hours for 'The Passionledly Package' consulting

(a) The Service Provider reserves right to reschedule following Service until debt is paid

2. $100 USD per hour for a minimum of 2 hours or negotiable fixed project fee for a maximum of 4 hours per month for any project management or operations services agreed upon

(a) The Service Provider reserves right to reschedule following Service until debt is paid

5. $1,200 USD a month for all retainer packages

(a) Retainer packages serves as a downpayment for future services including priority scheduling, security and loyalty

(b) The Service Provider reserves right to reschedule following Service until debt is paid

Version 1.2, January 18, 2023