Engagement Terms

Effective September 6, 2026

Contents

• 1. What These Terms Cover
• 2. The Engagement Letter Controls
• 3. How Fees Work
• 4. Cancellation, Rescheduling, Termination and Refunds
• 5. Coaching Is Not Therapy
• 6. Confidentiality and Its Limits
• 7. What We Promise, and What We Do Not
• 8. Records, Technology and Data
• 9. Materials, Recordings and Intellectual Property
• 10. Conflicts of Interest, Referrals and Marketing
• 11. Liability and Disputes
• 12. Changes to These Terms
• 13. General Provisions
• 14. Questions

1. What These Terms Cover

These terms describe how ZipHealthy, PLLC (an Arkansas professional limited liability company, "ZipHealthy", "we") provides its non-clinical services:

• Coaching: executive, career, performance, personal development, health and wellness, relationship and group coaching, whether paid by the individual or sponsored by an organization.
• Consulting: business consulting and specialized consulting engagements for organizations.
• Workshops and training: workshops, keynotes, webinars and multi-week training programs delivered to groups.
• Employer programs: corporate wellness programs and employer agreements that are scoped and quoted in writing.

These services are delivered through ZipHealthy's non-clinical consulting component, which keeps its own records, separate from any clinical record. They are not psychotherapy, counseling, diagnosis or treatment, and they do not create a clinician-patient relationship. Clinical care is governed instead by your intake documents, the Cancellation Policy, the Good Faith Estimate and the HIPAA Notice of Privacy Practices. Use of our websites is governed by the Terms of Use.

2. The Engagement Letter Controls

No coaching, consulting or training work begins until both parties have signed an engagement letter, or a statement of work under a master services agreement. That document states, at a minimum:

• the parties, and for sponsored coaching, the sponsor;
• the objectives, the scope of work, and what is out of scope;
• how progress will be measured, with baselines where they exist;
• deliverables, milestones and acceptance criteria;
• the fee, any deposit, and the payment schedule;
• cancellation, termination and refund terms;
• confidentiality and its exceptions, and what a sponsor receives.

Changes to scope, deliverables, timeline or fees take effect only as a written change order signed by both parties. The signed letter supersedes anything on our marketing pages, in a proposal or on this page.

Our coaching agreements are modeled on the International Coaching Federation Code of Ethics, and our consulting letters on the Institute of Management Consultants USA Code of Ethics and the guidance of ISO 20700 for management consultancy services. We follow these codes as standards of conduct; we hold no coaching-body or consulting-body credential or membership and claim none. All of our work sits under the NASW Code of Ethics and the standards of the Arkansas Social Work Licensing Board, because our principal is a licensed clinical social worker.

3. How Fees Work

• Discovery first. Every engagement starts with a discovery conversation at no charge. Fees are discussed there, after we agree on objectives, measures and what achieving the objectives is worth to you, and never before.
• Three options. Consulting and coaching proposals present three ways to work together (Focused, Partnership and Transformation), each with a single fixed fee. You choose the level of involvement; the meter never runs.
• Workshops and training carry their own fixed fee for the named session or program.
• Employer programs are quoted in writing after you tell us your headcount, industry, priorities and timeline. A one-page scope and fixed quote usually follows within two business days.
• Deposits and payment. Any deposit, the payment schedule and invoice terms are stated in the letter. Any late-payment charge is stated in the letter and never exceeds the maximum rate Arkansas law allows. Fees exclude taxes.
• Not health care. Coaching, consulting and training are not medical or clinical services and are not billable to insurance. IRS Publication 502 lists therapy and psychiatric care as qualifying medical expenses and does not mention coaching, so we do not treat coaching, consulting or training as eligible for Health Savings Account or Flexible Spending Account funds, and we issue no superbills or medical receipts for them; your own plan and tax adviser decide your case. Many employers treat coaching and training as professional development under their own policies; we provide a written proposal and invoices for that purpose.

4. Cancellation, Rescheduling, Termination and Refunds

• Ending an engagement. Either party may end an engagement with written notice. Fees for work completed and milestones reached are due; prepaid fees for work not yet begun are refunded.
• Deposits. A deposit is credited against the fee. If an engagement ends early, the deposit is refunded to the extent it exceeds the value of work completed, unless the letter states that it is non-refundable and says why.
• Coaching. Either the client or the coach may end coaching at any time, subject to the fee terms in the coaching agreement. The agreement states how a missed or late-cancelled session is handled.
• Workshops and training. The training agreement states the deposit, the cancellation schedule and the rescheduling terms for the named session. If ZipHealthy must cancel, the agreement provides for rescheduling or a full refund of prepaid fees.
• Consulting. A statement of work may be ended for convenience on the notice period it states; the client pays for work performed and for any non-cancellable third-party commitments named in the statement of work.
• Therapy fees do not apply. The $175 late-cancellation and missed-session fee in our Cancellation Policy applies to clinical appointments only.

5. Coaching Is Not Therapy

Coaching is a forward-looking, goal-directed professional service for people who are fundamentally well. It is not psychotherapy, counseling or health care: we do not diagnose or treat any condition in coaching, and no clinician-patient relationship is formed.

• Your coach, Stephen Velasquez, is also a licensed clinical social worker. In a coaching engagement he acts only as coach, and he will say so plainly if a question calls for a clinician rather than a coach.
• Before coaching begins, the client confirms in the agreement that they are not seeking treatment for a mental health condition.
• If a clinical need emerges during coaching, the coach will say so, will not convert the engagement into therapy, and will offer at least two referral options outside ZipHealthy alongside any in-house option. Neither ZipHealthy nor the coach receives any fee, credit or benefit for a referral, and the choice is entirely yours.
• We do not coach, consult for or train a person who is or has been a therapy client of our principal, or who is a current therapy client of any ZipHealthy clinician, and we withdraw if that comes to light. We also do not consult to mental health or behavioral health practices, to keep a clean line between our consulting work and our own clinical practice.

6. Confidentiality and Its Limits

What you share in an engagement is held in confidence and used only for the work. Confidentiality is mutual: we protect your information and you protect our methods and materials.

• Sponsored coaching. A sponsor receives only what the agreement states. The default is attendance and, with the client's consent, agreed development themes. A sponsor never receives session content.
• Workshops and training. Participants receive a written participant notice before the first session. Trainings are education, not evaluation: no one is assessed for fitness for duty, and no participant health information is collected. Employers receive attendance and, if used, an anonymous group evaluation.
• Employer programs. The employer receives aggregate information only, never information about an individual.
• Limits. Confidentiality does not cover disclosure required by law, a valid court order or subpoena, or a serious and imminent risk of harm to you or someone else. As a licensed professional, our principal must also report suspected abuse or neglect of a child or a vulnerable adult. Where a subpoena or order permits, we will tell you before we disclose anything and will limit what we disclose to what is required.

7. What We Promise, and What We Do Not

We promise competent, candid work by the people named in your letter, measured against the objectives we agreed. We do not guarantee any promotion, performance rating, revenue, cost saving, retention rate, engagement score or return on investment. Recommendations are advisory; your management makes the decisions. Consulting content is not legal, tax, accounting or investment advice. Research cited on our pages describes the populations studied and the field generally, not a promise of results for any engagement.

8. Records, Technology and Data

• Engagement records are limited to the agreement, agendas, decisions, actions, deliverables and invoices. They are kept separately from any clinical record and outside ZipHealthy's health care component, and are disposed of after the period stated in the letter unless law or contract requires longer.
• Drafting tools that use artificial intelligence may be used to prepare agendas, outlines and deliverables. No confidential client information is entered into such tools without the client's agreement, and the letter discloses the tools in use.
• When a client shares information about its employees, a data protection addendum governs how it is used, secured and returned or destroyed.

9. Materials, Recordings and Intellectual Property

• Curricula, slides, handouts, worksheets, models and methods that exist before an engagement remain ZipHealthy's property. Deliverables created for you belong to you once accepted and paid for, or are licensed to you as the letter states.
• Training handouts are licensed for the enrolled participants of the named session. Reuse for other cohorts, other trainers or a learning platform requires a separate license.
• Sessions are recorded only with written consent from everyone recorded, and recordings are used, kept and deleted as the letter states.
• Our name, likeness and bio may be used to promote the named session only as the letter authorizes.

10. Conflicts of Interest, Referrals and Marketing

• We disclose actual or potential conflicts of interest before signing and as they arise.
• We neither pay nor accept fees for referrals, including referrals to clinicians.
• We name a client, quote a result or publish a testimonial only with written permission from the client and, for a named individual, from that person.

11. Liability and Disputes

ZipHealthy's liability for any claim arising from an engagement is limited to the fees paid under that engagement, and neither party is liable to the other for indirect or consequential loss. That cap does not apply to fraud or wilful misconduct, to either party's breach of confidentiality, or to the client's obligation to pay fees due. Each party indemnifies the other against third-party claims caused by its own breach of the letter or its own unlawful conduct.

Arkansas law governs every engagement. Disputes are handled first by good-faith negotiation between principals, then by mediation in Benton County, Arkansas, and then as the engagement letter provides. If the letter is silent, the state or federal courts sitting in Benton County, Arkansas have exclusive jurisdiction. Either party may seek a court order to protect confidential information or intellectual property at any time, and undisputed fees may be collected in small-claims or district court. Nothing on this page changes the Terms of Use that govern use of our websites.

12. Changes to These Terms

We may update this page. The version in effect on the date your engagement letter is signed governs that engagement, and we keep prior versions and will provide them on request. A change to this page never alters a signed letter.

13. General Provisions

• Entire agreement. The signed engagement letter, any statement of work and change orders under it, and the standard terms it incorporates are the entire agreement for that engagement. Marketing pages, proposals and this summary do not add to it.
• Severability. If any provision is found unenforceable, the rest remains in force.
• Assignment. Neither party may assign an engagement without the other's written consent, except to a successor of its whole business.
• Notices. Notices go in writing to the addresses in the letter, or to the contacts in Section 14.
• Survival. Confidentiality, intellectual property, payment, liability and dispute terms survive the end of an engagement.
• Force majeure. Neither party is liable for delay caused by events beyond its reasonable control; scheduled sessions and workshops are rescheduled in good faith.

14. Questions

ZipHealthy, PLLC
240 S Main St, Suite 270
Bentonville, AR 72712
Phone: (479) 259-1390
Coaching: coaching@ziphealthy.com
Consulting, workshops and training: consulting@ziphealthy.com
Employer programs: corporate@ziphealthy.com