CLIENT SERVICE AGREEMENT

This contract is for 1:1 consulting between Melissa Buffin (hereinafter “Company”) and Client (hereinafter “Client”). Collectively, Company and Client will be referred to as the “Parties.” Client hires Company for consulting on client selected date (herein after “Date”) on Zoom (hereinafter the “Zoom”) according to the terms set forth below.

1. Conditions

This Agreement will not take effect, and Company will have no obligation to provide services, until: (a) Client books a consult and ticks the box confirming they agree to these terms; (b) Client pays the initial fee called for under Paragraph 4; and (c) Company acknowledges acceptance of Client by accepting the booking. Upon satisfaction of these conditions, this Agreement will be deemed to take effect.

2. Scope of Services

 Client hires Company for one hour of on-line consulting via zoom. Company will provide the following services, which will be referred to as the “Services”:

Education content, live discussions or provided materials do not replace Occupational Therapy services. Consultation services do not constitute Occupational therapy intervention as defined by OT practice regulations.

Services do not constitute a therapist/client relationship. 

FLAT FEE

Total Price

Client agrees to pay Company $160/hour (hereinafter “Total Price”) for the services and Deliverables considered in this Agreement. Client agrees to make this immediately upon booking. Client understands that the Company will not provide services or begin work until payment is received.
Cancellation

Company may terminate this agreement anytime and cease Services, if Client wishes to cancel this agreement, Client agrees to give written notice 24 hours in advance of the scheduled service Client wishes Company to cease the services under the Agreement. Upon cancellation, Company will refund total price paid for service.
Copyright Ownership

In the event that any copyrighted work(s) are created as a result of the Services, Company owns all copyright in any all work(s) it creates or produces whether registered or unregistered. These works are expressly and solely owned by Company and may be used in the reasonable course of Company’s business.

Permitted Use

Company grants to Client a non-exclusive license of copyrighted works created with and for Client for use only so long as Client provides Company with attribution. Personal use includes, but is not limited to use in photos on Client’s social media or in personal communications like emails.
Warranties and Representations

The Parties warrant and represent that they are free to enter into this Agreement and have the authority to do so. The Parties warrant that all statements made in and in preparation of this Agreement are true.

Limit of Liability

Liability shall be limited to the Total Price. Except as prohibited by law, Company  shall not be liable to Client or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits, or any other damages, costs or losses arising out of the Company’s services, materials, or products, including attorney’s fees and related expenses of litigation and arbitration. Except as prohibited by law, to the extent there is liability found as to the Company, such recovery is limited to the amount the Client paid for materials, products, or services.

Indemnification and Release

To the extent permitted by law, each party hereby agrees to protect, indemnify, defend, and hold harmless the other and their respective managers, officers, members, partners, affiliates, owners, shareholders, beneficiaries, and their respective employees, agents, and contractors (collectively, "Representatives") against all claim/losses, liabilities, damages, expenses, and costs arising out of or connected with the negligence or intentional misconduct of such party or its Representatives. Further, Client on behalf of itself and its owners, affiliates, partners, subsidiaries, employees, agents, contractors, and consultants (collectively "Releasor"), waives any rights to recover from, and hereby forever agrees to release and hold harmless, Company and their respective owners, parent companies, affiliates, partners and subsidiaries, directors, officers, members, participants, employees, consultants, agents, legal representatives and assigns from any and all claims, costs, personal injuries, deaths, expenses, damages, actions and liabilities, of any nature, whether direct or indirect, known or unknown, foreseen or unforeseen (collectively "Claims") , arising from or relating to any acts or omissions by any third party. 
Force Majeure

Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any obligation under this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including but not limited to fire, floods, embargoes, war, acts of war, insurrections, riots, strikes, lockouts or other labor disturbances, or acts of God; provided, however, that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure.

Attorney's Fees

Should any litigation be commenced between the parties to this Agreement, concerning any provision of this Agreement or the rights and obligations of any party, the prevailing party shall be entitled reimbursement of a reasonable sum of their attorney's fees in such litigation which shall be determined by the Court in such litigation or in a separate action brought for that purpose. 

Waiver

No waiver of any default by any party or parties to this Agreement shall be implied from any omission by a party or parties to any action on account of such default. If such default persists or is repeated, no express waiver shall affect any default other than the default specified in the express waiver, and that only for the time and to the extent therein stated. 

Article Headings

All article, paragraph, and section headings set forth in the Agreement are intended for convenience only and shall not control or affect the meaning, construction, or effect of this Agreement or any of the provisions thereof.

Severability

If any provision of this Contract shall be declared invalid or unenforceable, such provision shall be deemed eliminated from this Contract, and all remaining provisions shall continue in full force and effect.

Modification by Subsequent Agreement

This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by both of them.

Mediation

Company and Client agree to try to settle all disputes between them through private mediation before initiating any arbitration, litigation, or other dispute resolution procedure. The mediation session will occur at a time mutually agreed upon by the parties in consultation with a mutually selected mediator, though no later than thirty days after the date of services of the initial notice, unless otherwise agreed by the parties and mediator.  Each party shall bear its own fees and costs for the mediation. The parties agree to mediate Cobb County, Georgia.

Governing Law

This Contract shall be governed by and interpreted under the laws of the state of Georgia.

Venue

The Parties agree that any dispute that may arise as related to this Agreement shall be brought in a court within Cobb County.

Sole and Only Agreement

This Contract contains the entire understanding between the parties with respect to the subject matter and supersedes any and all other prior written Contracts and understandings (whether oral or written) between the parties. No amendment or modification of this Contract shall be effective unless executed in writing by both parties.

Assignment; Successors and Assigns

Client agrees that Client will not assign, sell, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any rights or obligations under this Agreement. Any such purported assignment, transfer, or delegation shall be null and void. Client represents that Client has not previously assigned or transferred any claims or rights released by him pursuant to this Agreement. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, successors, attorneys, and permitted assigns. This Agreement shall not benefit any other person or entity except as specifically enumerated in this Agreement.

Counterparts 

This Agreement may be executed in counterparts, and if so executed and delivered, all of the counterparts together shall constitute one and the same Agreement. A facsimile signature may be treated as an original, and each party agrees to deliver to the other party an original executed Agreement within seven (7) days of execution.

By booking a consultation, I hereby warrant that I am of full age and have every right to contract in my own name in the above regard. I state further that I have read the above authorization and release prior to the execution and that I am fully familiar with its contents.

I also confirm that am a parent/educator/caretaker who wants to learn more about sensory processing and  development. I understand this consultation is for educational purposes only, and is NOT a substitute for direct therapy or medical advice from a healthcare professional.