TERMS & AGREEMENTS

Effective date: October 25, 2022

Tennessee Wholesale Nursery LLC 12 Month Consulting Package TWN001

Kate Hammer Consulting LLC will be referred to as “Contractor”. The customer will be referred to as “Client”. Collectively, the customer purchasing the ‘Tennessee Wholesale Nursery LLC 12 Month Consulting Package TWN001’ and  Kate Hammer Consulting LLC will be referred to as the "Parties." The ‘Tennessee Wholesale Nursery LLC 12 Month Consulting Package TWN001’ will be referred to as “The Package”.

Purpose of the Agreement

Client wishes to hire Contractor to provide services relating to Client as detailed in this Agreement. Contractor has agreed to provide such services according to the terms of this Agreement.

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PACKAGE

The Package begins on the date of purchase and ceases twelve months after to the next business day.

All one on one coaching sessions are held virtually unless otherwise agreed upon between the client and the contractor. Contractor will provide Client a link to a virtual meeting room by email in advance of the first session. 

The package includes: 

Website & Social Media Rebrand Implementation 

• Update existing website with new branding elements, styles and media expert graphics
• Update e-Newsletter and email marketing elements and styles in MailChimp
• Update social media outlets with new branding elements and styles (YouTube, Pinterest, Facebook, Instagram, LinkedIn (Business profile & Tammy Sons profile), Twitter, TikTok (establish new account)

PR, Marketing & Social Media Consulting- Package C

• 60 Minute Monthly Virtual Consulting Session (PR, writing and expert opportunities with media partners
• Manage up to three media lead accounts (ex. HARO, Meltwater, Newswire, Critical Mention, Muck Rack, BuzzStream, etc.)
• Generate blog post/article concepts to support a 3-4x/week publishing schedule and supply relevant target keywords and phrases
• Supply short video concepts to support a 3-4x/week publishing schedule
• Supply e-newletter and email marketing concepts to support a 3-4x/week publishing schedule
• Update past blog posts with two or more Pinterest pins and optimize with keywords/phrases (eight post per month until complete)
• Develop and carry out a content strategy for each social media channel (YouTube, Pinterest, Facebook, Instagram, LinkedIn, Twitter and TikTok)
• Ensure blog posts and articles are shared across social media channels with original graphics, imagery and captions (captions will include a relevant call to action, such as a question to followers to support engagement and activity)
• Design visual content for social media channels (YouTube, Pinterest, Facebook, Instagram, LinkedIn, Twitter and TikTok) in varying formats such as imagery, video, graphics, audiograms 

Client Access

• Contractor’s business hours are typically Tuesday-Thursday 9am-3pm EST, when Contractor is not out of office on vacation, etc. When the Contractor will be on vacation for an extended period of time the Contractor will alert the Client in advance;
• Inbox priority access for the duration of the package for quick questions

SERVICES

Contractor shall provide Client with the following services on a basis (herein known as “Services”):

No Services will be provided beyond the scope of the Package. Refer to the Package for all Services. Client may request additional services in exchange for additional fees paid to the Contractor. 

Both the Client and the Contractor reserve the right to reschedule meetings as needed throughout the duration of the contract. The Client agrees that the meetings must take place within the Contractor's availability. The Contractor will provide no more than 60 minutes in meetings per month. The Client may not roll meeting hours from month to month. 

COST

The Total Cost of the Package may vary. Client acknowledges Package cost using the checkout system on the Contractor’s website. Client will pay an initial amount and be automatically billed each month for the following eleven months for a total of twelve equal payments. Total Cost is inclusive of Contractor’s Services.

LATE FEES

If Contractor does not receive payment from Client on or before monthly payment dates, Client will incur a fee of $15 per business day. 

EXPENSES

Client is responsible for paying for any third party software licenses or products that the Client and Contractor agree are required. At the Contractor’s discretion, Contractor will make reasonable efforts to integrate Client’s suggested software or products.

CONFIDENTIALITY

Parties will treat and hold all information of or relating to this Agreement, the Services provided, the Package, and the Parties’ businesses in strict confidence and will not use any of this information except in connection with fulfilling the terms of this Agreement, and, if this Agreement is terminated for whatever reason, Parties will return all such information, including account access information, and any and all copies to the original Party and will remain bound to the Confidentiality provision of this Agreement. Confidential information (herein “Confidential Information”) means information that is of value to its owner and is treated as proprietary or confidential including, but not limited to, intellectual property, inventions, trade secrets or information, financial data or information, speculation, knowledge, general Company data or reports, future business plans, strategies, customer lists and information, client acquisition strategies, advertising campaigns, information regarding executives and employees, and the terms and provisions of this Agreement.

Further, at all times neither Party shall use or disclose any Confidential Information relating in any way to the past, present, or future business affairs, conditions, clients, customers, efforts, employees, financial data, operations, practices, products, processes, properties, sales, or services of or relating in any way to the Company in whatever form to any parties outside of this Agreement.

This Agreement imposes no obligation upon the Parties with respect to any Confidential Information that was possessed before initial business interactions commenced between the Parties; is or becomes a matter of public knowledge through no fault of receiving Party; is rightfully received from a third party not owing a duty of confidentiality; is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing Party; or is independently developed by either Party without prior knowledge of privileged or confidential information.

RELATIONSHIPS OF THE PARTIES

Contractor and any related subcontractors are not employees, partners or members of Client’s company or organization. Contractor has the sole right to control and direct the means, manner and method by which the services in this Agreement are performed. Contractor has the right to hire assistants, subcontractors or employees to provide Client with its Services. Parties are individually and separately responsible for their own business operation and expenses, including securing or paying any licensing fees, insurance, taxes (including FICA), registrations or permits. Client is not responsible for paying for any benefits, Workers Compensation, insurance or unemployment fees to Contractor.

INTELLECTUAL PROPERTY

Any and all work created as a result of Contractor’s Services is considered a work for hire and are expressly assigned to and owned by Client upon creation. Parties own their respective trademarks and intellectual property used in the normal and separate course of their business and agree not to infringe upon or otherwise use each other’s respective intellectual property except for in the course of providing Client with its Services.

STYLE RELEASE

Client has spent a satisfactory amount of time reviewing Contractor’s work and has a reasonable expectation that Contractor’s Services will produce a reasonably similar outcome and result for Client. Contractor will use reasonable efforts to ensure Client’s services are carried out in a style and manner consistent with Contractor’s current portfolio and services, and Contractor will try to incorporate any suggestions Client makes. However, Client understands and agrees that:

• Business Coaching is a subjective service and Contractor is a provider with a unique vision, with an ever-evolving style and technique;
• Contractor will use her personal judgment to create favorable results for Client, which may not include strict adherence to Client’s suggestions;
• Dissatisfaction with Contractor’s independent judgment or individual management style are not valid reasons for termination of this Agreement or request of any monies returned.  

LIMIT OF LIABILITY

Client agrees that the maximum amount of damages she is entitled to in any claim of or relating to this Agreement or Services provided herein are not to exceed Contractor’s total cost as set forth in this Agreement.

INDEMNIFICATION

Client agrees to indemnify and hold harmless Contractor and its employees, agents and independent contractors for any injury, property damage, liability, claim or other cause of action arising out of or related to Services provided herein.

ASSUMPTION OF RISK

Client expressly assumes any risk of Services and related activities as described herein.

NON-DISPARAGEMENT

The Parties mutually agree not to make public defamatory statements that would materially harm the reputation or business activities of any Parties to this Agreement.

CLIENT DESIRES TO CANCEL OR RESCHEDULE

If the Client desires to cancel Services of Contractor for any reason at any time, then Client shall provide at least 30 days Notice to Contractor in order to cancel this Agreement. Client may reschedule a session with at least 24 business hours Notice. Providing Notice will not relieve Client of any currently outstanding payment obligations. Contractor will not be obligated to refund any portion of monies Client has previously paid to Contractor. Contractor has no obligation to attempt to re-book further sessions to make up for Client’s cancellation or rescheduling.

CONTRACTOR DESIRES TO CANCEL OR RESCHEDULE

In the event Contractor cannot or will not perform her obligations in any or all parts of this Agreement, it (or a responsible party) will immediately give Notice to Client, and at the Contractor’s discretion, either attempt to find a reasonable substitute to fulfill the terms of this Agreement or issue a refund or credit based on a reasonably accurate percentage of Services rendered. In the case of a refund where, at the discretion of the Contractor, no reasonable substitute is found, Contractor shall excuse Client of further performance obligations in this Agreement.

FORCE MAJEURE

Either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party that materially affects the performance of Services, such as: an act of God (fires, explosions, earthquakes, hurricane, natural disasters, flooding, storms or infestation), or War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not), or any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.

NO-SHOWS

If it becomes impossible for Contractor to render Services due to the fault of the Client or parties related to Client, such as failure to provide necessary elements of the Services or failure of one or more essential parties to the Services to complete tasks in a timely manner, it is within the Contractor’s sole discretion to allow for any additional time or dates to render Services. In such an event, any outstanding amount will immediately become due and payable to Contractor.

GOVERNING LAW

The laws of New York State govern all matters arising under or relating to this Agreement, including torts.

NOTICE

Parties shall provide effective notice (“Notice”) to each other, including any payments or session cancellations, via the following method of delivery at the date and time which the Notice is sent: the Contractor’s email: [email protected] and the Client’s email, based on email Client inputs at Package checkout. 

SEVERABILITY

If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential provisions of this Agreement for each party remain legal and enforceable.

AMENDMENTS

The parties may amend this Agreement only by the parties’ written agreement with proper Notice.

ASSIGNMENTS

Neither party may assign or subcontract any rights or obligations in this Agreement without proper Notice, unless otherwise provided herein.