Terms of Agreement

Workshop Terms of Agreement

The following Terms of Agreement defines the relationship between Bellissimo Coffee Advisors, herein referred to as “Bellissimo” and the registrant, herein referred to as “Client.” By completing your registration for one of our workshops you are acknowledging that you accept the Terms of Agreement listed below, so please make sure to review them prior to finalizing your registration. If you do not accept the stated Terms of Agreement, please contact a Bellissimo manager to discuss your concerns prior to finalizing your registration.

EFFECTIVE DATE:  March 21st, 2017

TERMS OF AGREEMENT:

SECTION 1:  WORKSHOP SCHEDULE

Business Workshop 

This intensive workshop includes lectures and discussions on business start-up, operations and management, as well as hands-on training in the espresso lab, learning proper beverage preparation. This full immersion workshop is specifically designed for entrepreneurs, prospective business owners, existing coffee bar owners, barista trainers and management personnel. Bellissimo students truly have a passion for succeeding in specialty coffee retail, ready to pair a business-minded approach with their desire to develop a skill set and dedication to perfecting their craft as a barista.

Business subjects include: A Brief History of the Specialty Coffee Industry; Concept Development; Business Planning and a Business Plan; Acquiring Financing; Finding a Location and Negotiating a Lease; Coffee Bar Design/Layout and Cafe Ambiance; Selecting Equipment; Recipe Basics; Menu Development; Product Selection; Pricing in Relation to COGS; Techniques for Interviewing and Hiring Employees; Employee Training; Employee Relations; Operational Systems and Controls; Financial Projections; Marketing Strategies for Your Business.

Barista Training Workshop  [2 Day]

This workshop is a jam packed two days of intensive hands on training designed to bring your skill as a barista and your understanding of coffee to the next level. Our unique “Train the Trainer” approach is a perfect blend of real world scenarios, drink drills, and detail oriented instruction that will prepare you to both successfully run a quality coffee bar, and to teach others within your organization to do the same.

In the two days of instruction you will learn foundational skills in equipment maintenance and operation; menu development; espresso extraction; milk steaming; latte art; work flow; speed; efficiency and organization.

Introduction to Roasting Workshop

This workshop’s aim is to give you a broad look at coffee processing, from farm to roastery, with a special attention to roasting.

SECTION 2:  PAYMENT TERMS

Business Training Workshop 

Client will pay to Bellissimo  $1,250.00 per attendee, with a required Non-Refundable deposit of $500.00 due at the time of registration, for each attendee registered.  The balance for a workshop is due no later than 28 days prior to the start of the scheduled workshop.  If the Client does not pay the remaining balance 28 days prior to the start of the workshop, Bellissimo reserves the right to cancel the Client’s registration for the respective workshop.  If Bellissimo cancels the Client’s registration, any payments made will not be refunded.  If Client cancels with less than 28 days’ notice (prior to the start of the workshop), then Client will not receive a refund of any payment made, and furthermore, will be required to pay any outstanding balance due to Bellissimo. If an emergency should arise and Client is unable to attend, it is the duty of the Client to contact Bellissimo management, via email or by calling the main office, and provide notice of the situation no less than 28 days prior to the start of the scheduled workshop.  Additionally, should the Client not attend the respective workshop, any payments made to Bellissimo will not be refunded

Barista Training Workshop  [2 Day]

Client will pay to Bellissimo  $1,250.00 per attendee, with a required Non-Refundable deposit of $500.00 due at the time of registration, for each attendee registered.  The balance for a workshop is due no later than 28 days prior to the start of the scheduled workshop.  If the Client does not pay the remaining balance 28 days prior to the start of the workshop, Bellissimo reserves the right to cancel the Client’s registration for the respective workshop.  If Bellissimo cancels the Client’s registration, any payments made will not be refunded.  If Client cancels with less than 28 days’ notice (prior to the start of the workshop), then Client will not receive a refund of any payment made, and furthermore, will be required to pay any outstanding balance due to Bellissimo. If an emergency should arise and Client is unable to attend, it is the duty of the Client to contact Bellissimo management, via email or by calling the main office, and provide notice of the situation no less than 28 days prior to the start of the scheduled workshop.  Additionally, should the Client not attend the respective workshop, any payments made to Bellissimo will not be refunded

SECTION 3:  TRAVEL EXPENSES

Client is responsible for the arrangement and payment of all travel-related expenses such as airfare, hotel accommodations, meals (with the exception of lunches which are covered in the cost of the workshop), necessary transportation (taxis, public transportation or car rental), etc.

SECTION 4:  LIMITS OF BELLISSIMO LIABILITY

Based upon its expertise and prior experience Bellissimo will provide general instruction to Client, but Client acknowledges and understands that Client makes all decisions regarding Client’s operations and future.

Bellissimo does not represent or warrant that Client will be profitable, or that attendance at Bellissimo Coffee Advisors will be the difference between success and failure of the business. Client recognizes that the success of the business is the product of many variables including, but not limited to: location, promotion, marketing, staffing, training, customer service, product quality, menu, demographics, business volume, cost control and business image. Client hereby waives any claim and releases Bellissimo from any and all claims, costs, damage or expense in any manner arising out of Bellissimo performance under this Agreement, whether the same is known or unknown, suspected or unsuspected. Client waives any claim for incidental or consequential damages.

SECTION 5:  PROFESSIONAL ADVICE

Bellissimo recommends, and Client understands that Client should seek the advice and counseling of other professionals including, but not limited to, attorneys, bankers, accountants, real estate brokers, and other consultants before making financial or significant legally binding decisions, including without limitations signing leases, contracts, loan documents, equipment purchases, and material and supply purchases.

SECTION 6:  BINDING EFFECT

This Agreement will be binding on the parties and their respective heirs, personal representatives, successors, and permitted assigns, and will inure to their benefit.

SECTION 7:  AMENDMENT

This Agreement may be amended only by a written document signed by the party against whom enforcement is sought.

SECTION 8:  NOTICES

All notices or other communications required or permitted by these Terms Of Agreement must be made in writing and delivered to Bellissimo’s last known physical mailing address or email address.

SECTION 9:  SEVERABILITY

If a provision of this Agreement is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of this Agreement will not be impaired.

SECTION 10:  FURTHER ASSURANCES

The parties will sign other documents and take other actions reasonably necessary to further effect and evidence this Agreement.

SECTION 11:  ATTACHMENTS

Any exhibits, schedules, and other attachments referenced in this Agreement are part of this Agreement.

SECTION 12:  GOVERNING LAW

Any action shall be brought in either the federal court or state court in Multnomah County, Oregon and no other place.

SECTION 13:  ATTORNEY FEES

If any arbitration or litigation is instituted to interpret, enforce, or rescind this Agreement, including but not limited to any proceeding brought under the United States Bankruptcy Code, the prevailing party on a claim will be entitled to recover with respect to the claim, in addition to any other relief awarded, the prevailing party’s reasonable attorney’s fees and other fees, costs, and expenses of every kind, including but not limited to the costs and disbursements specified in ORCP 68 A (2), incurred in connection with the arbitration, the litigation, any appeal or petition for review, the collection of any award, or the enforcement of any order, as determined by the arbitrator or court.

SECTION 14:  ENTIRE AGREEMENT

This Agreement contains the entire understanding of the parties regarding the subject matter of this Agreement and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the parties with respect to the subject matter of this Agreement.

SECTION 15:  FILM AND PHOTO RELEASE

For due consideration hereby acknowledge, I grant Bellissimo, Inc. the right to broadcast, duplicate, distribute and/or televise my image, and all material herein agreed to, for advertising, promotion, educational or public service purposes. I hereby waive any claim to royalties or other payments in connection with the broadcast or other use of such material. I hereby release and discharge Bellissimo, Inc., the advertiser or their agents, and all those acting under their authority, from any liability by virtue of any violation of any personal or property rights which I may have in connection with the broadcast or other use of such materials. I hereby grant permission to Bellissimo, Inc. to use my photograph and/or testimonial on its World Wide Web site or in other official printed publications without further consideration, and I acknowledge the right of Bellissimo, Inc. to crop or treat the photograph at its discretion. I also acknowledge that Bellissimo, Inc. may choose not to use my photo at this time, but may do so at its own discretion at a later date.

SECTION 16:  SHARING YOUR CONTACT INFORMATION

Bellissimo reserves the right to provide to its partners and sponsors your contact info, which may include: your first/last name, mailing address, email address and/or phone number. Please see our Privacy Policy for more information.

SECTION 17:  COPYRIGHT

All materials presented during the course of any of our workshops are owned by Bellissimo Coffee Advisors. Unauthorized duplication and/or use will be prosecuted to the fullest extent of the law.

Consulting Terms of Agreement

This Consulting Services Contract (“Contract”) is between BELLISSIMO, INC., an Oregon corporation, herein referred to as “Bellissimo,” and the undersigned, herein referred to as “Client.”

RECITALS:

A. Bellissimo is in the business of providing consulting services for the specialty coffee industry.

Client is in the process of investigating the possibility of starting a retail coffee business, planning the operation of a coffee bar, opening a store, remodeling or modifying a store, and desires to obtain the services of Bellissimo.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties incorporate the above Recitals by this reference and hereto agree as follows:

AGREEMENT:

SECTION 1. SCOPE OF WORK

Client engages Bellissimo to perform the services agreed upon by Client and Bellissimo and agrees to pay for the services in accordance with this Contract.

SECTION 2. SCHEDULE

The consulting services will be performed on dates and at times reasonably convenient to both parties. Bellissimo’s obligation to commence and complete its work is dependent upon Client’s obligation to timely provide Bellissimo with necessary information. Consultant may provide the services by telephone, e-mail, writing, and in person and the parties acknowledge and agree that all services must be scheduled.

Bellissimo will devote such time and attention to the performance of Bellissimo’s services under this Agreement as Bellissimo deems reasonable.

SECTION 3. COMPENSATION

Client will pay Consultant for the Services in accordance with the payment amounts listed at the time of purchase. Payments will be made according to Client’s standard payment procedures from time to time in effect.

A late payment fee of 2.1% per month of the outstanding amount will be applied to all past due balances not received or postmarked within thirty (30) days of the date of the billing.

SECTION 4. TRAVEL EXPENSES

If Bellissimo is required to provide any services at the Client’s location, Client shall pay the expenses for travel, lodging, meals, car rentals, airport and other parking, subsistence and incidental expenses a person will have when traveling in connection with work. Client shall purchase any air travel tickets prior to travel. Payment for air travel outside the United States shall be in no less than business class or its equivalent for consultants, coach class for trainers.

For expenses other than the airline tickets, Bellissimo will provide invoices or other evidence of the indebtedness and the same will be paid within thirty (30) days of the billing or subject to the late payment fee described above.

In addition, if the time spent traveling to and from the Client location does not leave sufficient time for a Bellissimo to provide an eight hour day of consulting services, on those days of travel, a travel charge of $750.00 will be paid by Client to Bellissimo. This will be in addition to the sum designated on Exhibit A.

SECTION 5. ADDITIONAL SERVICES

Client may request services in addition to the services initially agreed upon. At the time of the request, the parties will agree on the scope of the requested service, and describe the service to be performed. Each of the parties will sign a written change order to this Agreement reflecting the cost and the scope of duties.

SECTION 6. TERMINATION

Client may terminate this Agreement by written notice within fourteen (14) days of the effective date of this Contract. Client will pay for any services rendered prior to the termination date. Bellissimo will retain a non-refundable deposit and return any payment in excess of that amount within fourteen (14) days of the notice of termination. If client has not paid for all of the services rendered, Client shall pay to Bellissimo within fourteen (14) days of receiving an invoice for the services rendered. The late fee described above will be applied to all past due balances not received or postmarked within 30 days of the date of billing.

SECTION 7. INTELLECTUAL PROPERTY

The term “Intellectual Property” means all intellectual property owned or licensed by Bellissimo in which Bellissimo has a proprietary interest, including: trade names, registered and unregistered trademarks, service marks and applications, all registered and unregistered copyrights, all know how, trade secrets, confidential or proprietary information, business financial evaluations, project designs, interior designs, coffee/food equipment selection and sourcing lists, consumable product recommendations, menu layout and beverage pricing, consumable product recommendations for opening order, suggested small wares, café music sourcing, website development, branding an identity, technical information, data, process technology, plans, drawings and blueprints, and all rights and internet websites and internet domain names. Client acknowledges that Client will be receiving this Intellectual Property and that in the event that the Contract is terminated prior to completion, Client will return to Bellissimo all Intellectual Property for which it has not paid. This will be reflected in the invoice that is sent to Client at the time of termination. These items must be returned within ten (10) days of receipt of the invoice. Client further acknowledges and agrees that in the event of termination and the need to return Intellectual Property that Bellissimo and its agents have the right to inspect any stores which Client opened to confirm that the Intellectual Property for which payment has not been received is not being used by Client.

SECTION 8. NO LIMITATIONS OF REMEDIES

Any rights described herein shall not limit a party’s right to pursue all legal remedies which will survive the termination of this Agreement.

SECTION 9. RESPONSIBILITIES OF CLIENT

Client shall provide to Consultant information regarding its requirements for the scope of work outlined in this Agreement. Client will provide this information in sufficient time to allow Bellissimo to keep its scheduled commitments. Client shall designate in writing its authorized representative to make decisions and bind and obligate Client.

SECTION 10. LIMITS OF BELLISSIMO’S LIABILITY

Client understands that Bellissimo’s recommendations are based upon the information which Client provides to Bellissimo and a limited knowledge of Client’s particular market and operation. Based upon its expertise and prior experience Bellissimo will provide general recommendations to Client, but Client acknowledges and understands that Client makes all decisions and has the right to accept or reject any of Bellissimo’s recommendations.

Bellissimo does not represent or warrant that Client will be profitable or that any Intellectual Property will be the difference between success and failure of the business. Client recognizes that the success of the business is the product of many variables including, but not limited to: location, promotion, marketing, staffing, training, customer service, product quality, menu, demographics, business volume, cost control and business image.

Client hereby waives any claim and releases Bellissimo from any and all claims, costs, damage or expense in any manner arising out of Bellissimo’s performance under this Agreement, whether the same is known or unknown, suspected or unsuspected, except for Bellissimo’s failure to provide the services and/or products initially agreed upon. Client waives any claim for incidental or consequential damages.

SECTION 11. PROFESSIONAL ADVICE

Bellissimo recommends, and Client understands that Client should seek the advice and counseling of other professionals including, but not limited to, attorneys, bankers, accountants, real estate brokers, and other consultants before making financial or significant legally binding decisions, including without limitations signing leases, contracts, loan documents, equipment purchases, and material and supply purchases.

SECTION 12. BINDING EFFECT

This Agreement will be binding on the parties and their respective heirs, personal representatives, successors, and permitted assigns, and will inure to their benefit.

SECTION 13 AMENDMENT

This Agreement may be amended only by a written document signed by the party against whom enforcement is sought.

SECTION 14. NOTICES

All notices or other communications required or permitted by this Agreement must be in writing and delivered to the parties’ last known address, fax number, or e-mail address.

SECTION 15. SEVERABILITY

If a provision of this Agreement is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of this Agreement will not be impaired.

SECTION 16. FURTHER ASSURANCES

The parties will sign other documents and take other actions reasonably necessary to further effect and evidence this Agreement.

SECTION 17. ATTACHMENTS

Any exhibits, schedules, and other attachments referenced in this Agreement are part of this Agreement.

SECTION 18. GOVERNING LAW

Any action shall be brought in either the federal or state court in Multnomah County, Oregon and no other place.

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