The following terms and conditions (the “Terms and Conditions”), govern your (hereinafter referred to as the “Client”) use of Apiary Consulting LLC’s, a New York limited liability corporation, with an address of c/o Mathey and Stern, 155 Water Street #3-22, Brooklyn, NY 11201 (hereinafter referred to as the “Consultant”) consulting services.

1. ENGAGEMENT

The Client agrees to engage the Consultant as an independent contractor to perform the services set forth below and the Consultant accepts such engagement.

2. SCOPE OF SERVICES AND COMPENSATION

A. Scope of Services: The Consultant or its employees, contractors, or agents will provide consulting and administrative support services to the Client, more particularly, providing the following, which shall collectively be known as the Services:

1. Consulting and coaching;
2. Facilitating connections with required third parties;
3. Preparing for legal or financial advisers;
4. Assisting with completion of complex paperwork, including for insurance purposes;  
5. Collating and organizing relevant financial documentation;
6. Assisting with budgets;
7. Assisting with communications;
8. Organizing any move;  
9. Searching for and viewing properties;
10. Arranging valuations and liaising with third parties to organize the purchase or sale of property (real or personal);
11. Providing administrative support/ personal assistance services as directed, to include, for example: organizing, moving and setting up a new home; hiring household help, childcare or tutors; and organizing family holidays or retreats; and
12. Any additional services agreed upon between the Consultant and the Client.

B. Compensation: Compensation for the Consultant’s Services and the Consultant’s hourly rate will be outlined by the Consultant at the time of engagement of individual consulting hours, inclusive of any hours provided and paid for by the Client’s employer. Services completed outside of normal working hours (7am to 8pm in the Client’s time zone) Monday through Friday will be charged at X 1.5.  

C. Expenses: The Consultant’s compensation does not include any out-of-pocket expenses, including but not limited to, costs of long-distance telephone calls, travel, parking, postage and photocopies not normally made by the Consultant or requested by the Client. All out-of-pocket expenses are to be paid by the Client or the Client’s Employer promptly when billed or as requested.

D. Consultations: Consultation sessions will be held either over the telephone, video conferencing, or in person (where location allows) at a time agreed upon by both the Client and the Consultant. Part completed hours will be charged on a pro rata basis. Consultation sessions cancelled less than 24 hours in advance may be forfeited.  

E. Our Instruction: Your continuing instructions will amount to acceptance of these Terms & Conditions.  

3. INDEPENDENT CONTRACTOR

Nothing in these Terms and Conditions are to be construed as creating a partnership, venture alliance, or any other similar relationship. Each party shall be an independent contractor in its performance hereunder and shall retain control over its personnel and the manner in which such personnel perform hereunder. In no event shall such persons be deemed employees of the other party by virtue of participation or performance hereunder.  

4. PROPRIETARY RIGHTS

A. The Consultant has created and continues to develop proprietary methodology and techniques. The Client acknowledges that it has no right to or interest in the Consultant’s processes, methods, techniques, lists, documents, notes and other similar materials (“Property”).  

B. The Consultant shall retain all right, title and interest in and to the Property, and all derivative works thereto, including, without limitation, any rights under any laws relating to copyrights, patents, trademarks, trade secrets and other proprietary rights. The Consultant’s Property shall not be copied, used, modified or distributed for any purpose by the Client, other than as expressly authorized in these Terms and Conditions. No license to sell or distribute the Consultant's Property is granted or implied. The Client agrees that any materials provided by the Consultant to the Client are solely for the Client’s and the client’s employees’ own personal use. Any disclosure of such materials to any third party by the Client or its employees, officers, partners, shareholders, agents, or representatives, is strictly prohibited.  

5. TERMINATION  

A. The Consultant/Client relationship may be terminated by the Consultant or the Client upon thirty (30) days prior written notice. In the event of a termination by either party, the Employer or the Client will compensate the Consultant for all work completed prior to the termination date or last day of work.

B. The Consultant will retain personal data belonging to the Client in physical and electronic form for a maximum period of five years or as otherwise agreed in correspondence.  Thereafter, it will be destroyed / deleted save for some basic information, which will usually include the Client’s name and address and a brief description of the matter we were contacted about.  Please refer to the Privacy Notice on our website for further information.

6. CONFIDENTIALITY

A. Non-Disclosure: The Consultant acknowledges that during the engagement it will have access to and become acquainted with the Client’s personal and financial information, records and specifications. The Consultant agrees to keep absolutely secret and not to disclose and not to convey any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this engagement or at any time thereafter, except as directed by the Client. All files, records, documents, blueprints, specifications, information, letters, and similar items relating to the Client, whether prepared by the Consultant or otherwise coming into its possession, shall remain the exclusive property of the Client. The Consultant shall not retain any copies of the foregoing without the Client’s prior written permission, including deleting all such copies from the Client’s electronic files, electronic storage and/or emails. Upon the termination of this engagement, or whenever requested by the Client, the Consultant shall immediately deliver to the Client all such files, records, documents, specifications, information and other items in its possession or under its control.

B. The information exchanged between the Consultant and the Client is confidential except where the Client is knowingly committing a crime or endangering their life or the safety and life of a child, or except as otherwise required by law.

C. In the event that the Consultant believes there is clear and imminent danger to the life and physical safety of the Client, the Consultant may need to disclose selected information in order to make appropriate and potentially life-saving interventions.

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D. In highly unusual circumstances, legal requirements may demand that confidential material be revealed.

E. If the Client publicly makes false and slanderous claims about the Consultant’s work with the Client, with the intent to harm the Consultant, personally and professionally, the Consultant shall be at liberty to respond publicly to those false charges in order to protect its personal and professional reputation.

F. In certain circumstances and if required by local tax legislation, the Client consents to their name only being provided to their employer for the purposes of complying with such legislation.

7. CLIENT REPRESENTATIONS

A. The Client hereby represents and guarantees not to instruct the Consultant to carry out any Services which are contrary to any order of the court or any other agreement whatsoever entered into by the Client. In the event that such an instruction is given, the Client accepts that no liability whatsoever will attach to the Consultant or its officers, shareholders, employees, contractors, agents or representatives.  

B. As part of the Consultant’s professional designation, the Consultant may be required to report the Client’s name and the number of hours spent in consultation to the relevant certifying body. The Client hereby acknowledges and consents to release of such information. This remains confidential information and is solely for the purpose of tracking hours.

8. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY

A. The Client understands that the Consultant is not acting in the capacity of a mental health specialist or provider. All consultation sessions are designed to focus on taking the actions to help clients accomplish the goals they define. The Client accepts responsibility for his/her own mental health throughout the process.  

B. The Client understands that the Consultant is not acting in the capacity of an attorney/lawyer and cannot provide advice on legal rights or issues. The Client accepts responsibility to consult with a lawyer regarding any legal matters throughout the process.

C. The Client understands that the Consultant is not acting in the capacity of a Certified Public Accountant (“CPA”) or licensed financial advisor and cannot advise on financial issues and/or tax matters. The Client accepts responsibility regarding any financial/tax matters throughout the process.

D. The Client acknowledges and agrees that the use of the Consultant’s Services is at his/her own risk. The Client understands that because of the nature of the Services and extent, the results experienced by each Client may significantly vary and there is no guarantee of results as a result of participation in the Consultant’s Services.

E. The Client accepts that the Consultant, by carrying out the Services on behalf of the Client, is not accepting any liability to comply with the terms of any court order. The Client accepts that the obligations placed upon the Client by court order or otherwise, remain the Client’s responsibility at all times. The Consultant and its principals, employees, agents, contractors and suppliers will not be responsible for any failure of the Client to comply with any order of the court, or of any other agreement whatsoever entered into by the Client.

F. The Client agrees that the Consultant’s total liability for any threat, claim, suit, damage, injury, loss, cost and expense claimed by the Client or its successors, assignees, agents, and representatives is limited to a refund of the fee actually paid for the Services. The liability of the Consultant’s principals, employees, agents, contractors and suppliers is also limited to the fee paid by the Client.  

9. EFFECT OF HEADINGS

The subject headings of the paragraphs and subparagraphs of these Terms and Conditions are included for convenience only and shall not affect the construction or interpretation of any of its provisions.

10. MODIFICATION; WAIVER

No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

11. NEUTRAL CONSTRUCTION

These Terms and Conditions were prepared by the Consultant and/or the Consultant’s legal counsel. It is expressly understood and agreed that this Agreement shall not be construed against the Consultant merely because it was prepared by the Consultant and/or the Consultant’s counsel; rather, each provision of this Agreement shall be construed in a manner which is fair to both parties.

12. ASSIGNMENT

This Agreement may not be assigned by either party without express written consent of both parties.

13. GOVERNING LAW; VENUE

This Agreement shall be construed in accordance with, and governed by, the laws of the State of New York, USA. The exclusive venue for any action, arbitration or other proceeding based on or arising out of this Agreement shall be New York County, New York, USA.

14. SEVERABILITY

If any term, provision, covenant or condition of these Terms and Conditions is held by an arbitrator or court of competent jurisdiction to be invalid, void or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

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