Terms & Conditions

Last updated 10.6.2023

This Services Agreement (“Agreement”) was last updated 6 October 2023 and defines the general terms and conditions applicable between Hayley Krahwinkel and the client (“Client”).

RECITALS

WHEREAS, Hayley Krahwinkel, individually and through her legal entity Hayley Krahwinkel LLC (“Nutritional Therapy Practitioner” or “NTP”), is a licensed professional providing nutritional advice and nutritional therapy;

WHEREAS, Client desires to engage the Nutritional Therapy Practitioner to provide nutritional advice and nutritional therapy (the “Services”).

NOW THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the parties agree as follows:

AGREEMENT

1. Services. NTP agrees to provide the Services as outlined in the Statements of Work (“SOW”) according to the package for which Client paid. The Services will primarily consist of helping the Client reach Client’s optimal level of overall health by following a properly prepared, nutrient-dense diet, focusing on (i) Digestion, (ii) Blood Sugar Regulation, (iii) Fatty Acids, (iv) Mineral Balance, and (v) Hydration. Services may be delivered via email, phone, video conferencing, or even in the NTP home or the Client’s home in some cases.
2. Service Exclusions & Disclaimers.
   • a. No Medical Advice. NTP is trained to evaluate an individual’s nutritional needs and to make recommendations of dietary changes and nutritional supplements. THE SERVICES ARE NOT DESIGNED TO TREAT ANY SPECIFIC MEDICAL CONDITION, ANY MEDICAL DIAGNOSIS, OR PRESCRIPTIONS. NO COMMENT OR RECOMMENDATION FROM NTP SHOULD BE CONSTRUED AS A MEDICAL DIAGNOSIS OR PRESCRIPTION.
   • b. Health Concerns & Medical Care. IF CLIENT SUFFERS FROM A MEDICAL OR PATHOLOGICAL CONDITION, CLIENT SHOULD CONSULT WITH THE APPROPRIATE HEALTHCARE PROVIDER.  THE SERVICES ARE NOT A SUBSTITUTE FOR HEALTHCARE, AND CLIENT SHOULD CONSULT WITH A FAMILY PHYSICIAN OR OTHER HEALTHCARE PROVIDER FOR ANY MEDICAL CONCERNS OR ISSUES. NTP IS NOT TRAINED OR LICENSED TO DIAGNOSE OR TREAT PATHOLOGICAL CONDITIONS, ILLNESSES, INJURIES, OR DISEASES, OR TO PRESCRIBE MEDICATIONS. IF CLIENT ISUNDER THE CARE OF A HEALTHCARE PROVIDER, IT IS IMPORTANT THAT CLIENT CONTACTS HIS OR HER HEALTHCARE PROVIDER AND ALTER THE HEALTHCARE PROVIDER OF YOUR USE OF NUTRITIONAL SUPPLEMENTS OR DIETARY CHANGES.
   • c. Medication. IF CLIENT IS USING MEDICATIONS OF ANY KIND, CLIENT IS REQUIRED TO ALERT NTP OF SUCH USE. CLIENT IS ALSO RESPONSIBLE FOR DISCUSSING ANY POTENTIAL INTERACTIONS BETWEEN MEDICATIONS AND NUTRITIONAL PRODUCTS RECOMMENDED BY NTP. IF CLIENT HAS ANY PHYSICAL OR EMOTIONAL REACTION TO NUTRITIONAL THERAPY, CLIENT SHOULD DISCONTINUE THEIR USE IMMEDIATELY AND CONTACT NTP TO ASCERTAIN IF THE REACTION IS ADVERSE OR AN INDICATION OF THE NATURAL COURSE OF THE BODY’S ADJUSTMENT TO THE SERVICES.
   • d. Communication. If Client’s healthcare provider has any questions regarding the Service, the Client’s healthcare provider can and should contact NTP.
3. Term & Termination.
   • a. Term. This Agreement shall remain in effect and govern any and all Services provided to Client by the NTP until this Agreement is terminated, or the Parties agree otherwise (the “Term”). This Agreement may be terminated by either Party upon 14 days’ prior written notice to the other Party.
   • b. Termination. Upon termination of this Agreement for any reason, Client shall immediately pay to NTP all amounts owed to NTP pursuant to Section 3 hereof for Services performed prior to termination. For the avoidance of doubt, termination of this Agreement shall not affect rights and/or obligations of the Parties which arose prior to any such termination, including without limitation warranties, indemnities, limitations of liability, which by their nature extend beyond the expiration or termination of this Agreement (unless otherwise provided in applicable SOWs) and such rights and/or obligations shall survive any such termination.
4. Fees & Payment.
   • a. Fees. Client agrees to pay all fees when due as outlined in NTP’s invoice or per the pricing for the Services package chosen by Client on NTP’s web site. Payment is due upon receipt of the invoice, or the selection of the Services package via the web site.
   • b. Payment Types Accepted. Client agrees pay for the Services through electronic means (EFT, ACH, Mastercard, Visa, Discover, Venmo, or Apple Pay, the “Automatic Payment”) that will be charged by NTP prior to the delivery of Services.
   • c. Declined Automatic Payment. If Client’s Automatic Payment is declined, then Client agrees to pay all outstanding invoices within seven (7) days of declined payment, plus a 5% late fee that increases by 5% for each month that the payment is late. NTP reserves the right to immediately cancel any agreement suffering from failed Automatic Payment.
   • d. No Guarantees. While NTP strives to deliver the Services to align with the Client’s overall goals, NTP cannot guarantee any specific results. Client’s will not be entitled to any refund for the Services, regardless of the result of the Services.
5. Communication. Every Client is a biochemical individual, and it is not possible to determine in advance how the Client’s body will react to the nutrients, supplements, or the advice given as part of the Services. It is sometimes necessary to adjust a Client’s program during the course of the Services until Client’s body can begin to properly accept targeted nutrients geared to correct imbalances and deficiencies. It is Client’s responsibility to:
   • a. Follow nutritional guidelines provided by the NTP;
   • b. Eat a properly prepared, nutrient-dense diet;
   • c. Avoid harmful foods, substances and behaviors;
   • d. Move the body daily;
   • e. Get plenty of sleep, rest and relaxation;
   • f.  Stay in contact with NTP, so NTP can stay abreast of Client’s progress and provide the best course for the Services going forward.
   • g. To keep all information provided to NTP accurate and up to date, including changes in health, changes to medication, or any other changes having an effect on the Services.
6. Warranties.
   • a. NTP represents and warrants that NTP has the full authority to enter into this Agreement, to consummate the transactions contemplated hereby, and that this Agreement is not in conflict with any other agreement to which NTP is a party or by which NTP is bound.
   • b. NTP further represents and warrants that NTP has the proper skills, training, and background to perform the Services, and will perform the Services in a competent and professional manner.
   • c. NTP MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND EXCEPT AS EXPRESSLY PROVIDED HEREIN. SPECIFICALLY, NTP DISCLAIMS ALL GUARANTEES, REPRESENTATIONS AND WARRANTIES (WHETHER EXPRESS OR IMPLIED, ORAL OR IN WRITING, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WHETHER OR NOT ARISING THROUGH A COURSE OF DEALING) RELATING TO THE SERVICES, THIS AGREEMENT OR ANY SOW.
7. Limitation of Liability & Damage Exclusions. Except for liabilities resulting from NTP’s actual intentional and/or willful misconduct, each NTP’s total liability hereunder shall not exceed the fees paid or payable by Client within the one-year period immediately preceding the date that the alleged wrongful act first occurred. NTP SHALL NOT BE LIABLE TO CLIENT FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR OTHER INDIRECT DAMAGES, LOSSES, COSTS OR EXPENSES OF ANY KIND OR ANY LOST OR IMPUTED PROFITS ARISING OUT OF THIS AGREEMENT OR ANY AGREED UPON SOW OR ITS TERMINATION, HOWEVER CAUSED, AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY OR ANY OTHER THEORY OF LIABILITY REGARDLESS OF WHETHER CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, COSTS OR EXPENSES. CLIENT WAIVES ANY CLAIMS THAT THESE EXCLUSIONS DEPRIVE CLIENT OF AN ADEQUATE REMEDY.
8. Indemnification. Client shall indemnify NTP, and NTP’s directors, officers, affiliates, employees and agents against any and all losses, damages, penalties, settlements, costs and expenses (including reasonable attorneys’ fees), and defend NTP in any suit, claim, or proceeding brought by any third Party or governmental agency, arising from or relating to Client’s breach of any provision of this Agreement or any applicable SOW, and/or Client’s violation of any applicable law, Client’s requirements as outlined in this Agreement (including, but not limited to, failure to properly communicate with NTP, or failing to seek medical advice),  or regulation.
9. Confidentiality. In connection with entering and performing under this Agreement and each SOW, each Party may receive or have access to commercially valuable technical and nontechnical confidential or proprietary information of the other Party (including confidential or proprietary information of a third party), including information in whatever form, relating to the business of such Party that is not generally known or available to others (“Confidential Information”). Except as expressly and unambiguously provided herein or in any agreed upon SOW, the receiving Party will hold in confidence and not disclose any Confidential Information of the disclosing Party and will similarly bind its employees.
10. Privacy.
    • a. Information Collected. During the term of this Agreement, NTP will have access to relevant personal information of Client, including, but not limited to background, health, lifestyle, full name, physical address, email address, phone number, date of birth, health history, and other personal information (“Information”).
    • b. How NTP Collects Information and its Purpose. This information will be gathered from Client by NTP through in-person interviews, questionnaires, evaluations, intake forms, phone, email and video conferences, for the purpose of (i) assessing your nutritional needs, (ii) making recommendations for dietary changes and nutritional supplements to support Client’s specific nutritional needs and goals, and (iii) comply with all legal obligations.
    • c. Client’s Right to Information. Client has the right to access, update or delete Client’s Information at any time. To do so, simply notify NTP in writing. NTP will retain Client’s Information during the Term of this Agreement while Services are being provided, after which NTP will take reasonable steps to dispose of Client’s Information in a secure fashion.
    • d. Consent. In accordance with Standards for Privacy of Individually Identifiable Health Information, Client’s consent is required for NTP to collect, use, and disclose your personal information, by accepting any Services, or engaging the NTP in any fashion, Client acknowledges and consents to NTP’s collection of Client’s Information.
    • e. HIPPA Not Applicable. Though Nutritional Therapy Practitioners are not HIPAA regulated entities, NTP is committed to protecting Client’s privacy and Information. NTP will take all reasonable steps to protect Client’s Information from unauthorized access, use or disclosure by using strong passwords and up to date software. Client accepts and acknowledges that even the best security practices cannot guarantee that all stored data will be completed free from third-party interception and corruption.
11. Dispute Resolution
    • a. Arbitration. ANY DISPUTE OR CONTROVERSY ARRIVING OUT OF, RELATING TO, OR CONCERNING ANY INTERPRETATION, CONSTRUCTION, PERFORMANCE, OR BREACH OF THIS AGREEMENT, OR THE SERVICES, OR OTHERWISE RELATED TO THE INTERACTIONS BETWEEN THE PARTIES HERETO, WILL BE SETTLED BY ARBITRATION TO BE HELD IN JEFFERSON COUNTY, KENTUCKY BEFORE THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) PURSUANT TO AAA’S RULES AND PROCEDURES.
    • b. Class Action Waiver. The Arbitration shall be on an individual basis, and Client expressly waives the right to litigate any claims against NTP on a class or collective action basis.
    • c. Waiver of Right to Jury Trial. The above Arbitration clause constitutes a waiver of Client’s right to a jury trial and relates to the resolution of all disputes related to this Agreement or the Services.
    • d. Voluntary Nature of Agreement to Arbitrate. Client acknowledges that Client is accepting this Arbitration Agreement voluntarily and without any duress or undue influence by NTP or anyone else. Client further acknowledges and agrees that Client has carefully read this Agreement and this Agreement to Arbitrate/
12. Miscellaneous.
    • a. Entire Agreement. This Agreement and any SOW constitute the final and entire agreement between Client and NTP and supersedes all prior agreements, promises, correspondence, discussions, representations, and understandings between the parties. No other agreements, promises, correspondence, discussions, representations, and understandings between the parties are binding on the parties.
    • b. Waiver. No benefit or right accruing to either party under this Agreement may be waived unless the waiver is reduced to writing and signed by both parties.
    • c. Severability. If any provisions of this Agreement or SOW is held to be illegal, invalid, or otherwise unenforceable under present or future laws, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision never comprised a part hereof. The remaining provisions shall remain in full force and effect.
    • d. Survival. Any provision that by its nature would survive termination, expiration, or earlier completion of this Agreement shall survive the termination, expiration or earlier completion of this Agreement, without limit in time.
    • e. Governing Law. This Agreement shall be governed in accordance with laws of the State of Kentucky.