TERMS OF SERVICE

LAST UPDATED: JANUARY 2025

1. ACCEPTANCE OF TERMS

By accessing or using the services provided by Kernovix Consulting ("Company," "we," "us," or "our"), you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must not access or use our services.

These Terms constitute a legally binding agreement between you and Kernovix Consulting. We reserve the right to modify these Terms at any time. Continued use of our services after modifications constitutes acceptance of the updated Terms.

2. DESCRIPTION OF SERVICES

Kernovix Consulting provides business consulting and organizational advisory services, including but not limited to:

Organizational structure analysis and design
Change management recommendations and frameworks
Team interaction optimization and communication protocol development
Executive documentation preparation and management systems
Workflow improvement consulting
Internal process optimization advisory

2.1 Advisory Nature of Services

All services provided are strictly advisory in nature. We provide recommendations, frameworks, and strategic guidance. Implementation, execution, and all business decisions remain solely the responsibility of the Client.

2.2 Services NOT Provided

Kernovix Consulting does NOT provide:

Financial planning, investment advice, or securities recommendations
Legal advice or services requiring legal licensure
Accounting, bookkeeping, or tax preparation services
Any services requiring professional licensing or regulatory registration
Implementation services or operational execution
Technology development or software engineering

3. CLIENT RESPONSIBILITIES

The Client agrees to:

Provide accurate, complete, and timely information necessary for advisory services
Consult appropriate licensed professionals (attorneys, accountants, financial advisors) for matters outside organizational advisory scope
Maintain sole responsibility for all business decisions and implementation actions
Comply with all applicable laws, regulations, and industry standards
Not misrepresent advisory recommendations as guarantees or assured outcomes

4. ENGAGEMENT AND PAYMENT TERMS

4.1 Engagement Process

Services commence upon execution of a separate Statement of Work (SOW) or Engagement Letter specifying scope, deliverables, timeline, and fees. These Terms govern all such engagements unless explicitly modified in writing.

4.2 Fees and Payment

Fees are specified in the applicable SOW or Engagement Letter. Payment terms are as follows:

Invoices are due within 15 days of issuance unless otherwise specified
Late payments may incur a fee of 1.5% per month (18% annually) or the maximum allowed by law
Services may be suspended for non-payment after 30 days past due
Client remains responsible for all fees incurred prior to suspension or termination

4.3 Expenses

Unless otherwise agreed, Client is responsible for reimbursement of pre-approved expenses including travel, accommodation, and materials directly related to service delivery.

5. INTELLECTUAL PROPERTY

5.1 Company Materials

All methodologies, frameworks, templates, tools, and proprietary materials developed by Kernovix Consulting prior to or independent of the engagement remain our exclusive intellectual property.

5.2 Deliverables

Upon full payment, Client receives a non-exclusive, non-transferable license to use deliverables created specifically for Client during the engagement. Client may not resell, redistribute, or claim authorship of our methodologies.

5.3 Client Confidential Information

We acknowledge that we may receive confidential information from Client. We agree to maintain confidentiality and use such information solely for service delivery, except as required by law or with Client's written consent.

6. DISCLAIMERS AND LIMITATIONS OF LIABILITY

6.1 No Guarantees

ADVISORY RECOMMENDATIONS ARE PROVIDED BASED ON ANALYSIS, EXPERIENCE, AND BEST PRACTICES. WE MAKE NO GUARANTEES, WARRANTIES, OR REPRESENTATIONS REGARDING OUTCOMES, RESULTS, OR SUCCESS OF IMPLEMENTATION.

6.2 Advisory Only

ALL SERVICES ARE ADVISORY. IMPLEMENTATION DECISIONS, EXECUTION QUALITY, AND BUSINESS OUTCOMES ARE BEYOND OUR CONTROL AND REMAIN SOLELY CLIENT'S RESPONSIBILITY.

6.3 No Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KERNOVIX CONSULTING SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, OR BUSINESS INTERRUPTION.

6.4 Limitation of Liability Cap

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT FOR THE SPECIFIC ENGAGEMENT GIVING RISE TO THE CLAIM.

6.5 Service "As-Is"

SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. TERMINATION

7.1 Termination by Either Party

Either party may terminate an engagement with 30 days written notice. Client remains responsible for fees incurred through the termination date plus reasonable wind-down costs.

7.2 Immediate Termination

We reserve the right to immediately terminate services if:

Client fails to pay undisputed invoices within 45 days
Client materially breaches these Terms
Client misrepresents information or engages in fraudulent activity
Continuation of services would violate applicable law or ethical standards

8. INDEMNIFICATION

Client agrees to indemnify, defend, and hold harmless Kernovix Consulting, its officers, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

Client's implementation of advisory recommendations
Client's business operations and decisions
Client's breach of these Terms
Client's violation of applicable laws or third-party rights

9. DISPUTE RESOLUTION

9.1 Governing Law

These Terms are governed by the laws of the State of Colorado, United States, without regard to conflict of law principles.

9.2 Arbitration

Any dispute arising from or relating to these Terms or services shall be resolved through binding arbitration in accordance with the American Arbitration Association Commercial Arbitration Rules. Arbitration shall occur in Denver, Colorado.

9.3 Exceptions to Arbitration

Either party may seek injunctive relief in court to protect intellectual property rights or enforce confidentiality obligations.

10. GENERAL PROVISIONS

10.1 Entire Agreement

These Terms, together with any executed SOW or Engagement Letter, constitute the entire agreement between the parties and supersede all prior agreements, understandings, or representations.

10.2 Modifications

Modifications to these Terms must be in writing and signed by authorized representatives of both parties. We may update these Terms for future engagements by posting revised Terms with updated effective dates.

10.3 Severability

If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect.

10.4 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

10.5 Assignment

Client may not assign or transfer rights or obligations under these Terms without our prior written consent. We may assign these Terms to any successor or affiliate.

10.6 Force Majeure

Neither party is liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, war, terrorism, pandemics, or government actions.

11. PROFESSIONAL STANDARDS

We maintain high standards of professional conduct and ethics. Our advisors are expected to:

Provide objective, unbiased recommendations
Disclose any conflicts of interest
Maintain client confidentiality
Operate within the scope of organizational advisory services
Refer clients to appropriate licensed professionals when necessary

12. DATA AND PRIVACY

Our collection, use, and protection of Client information is governed by our Privacy Policy, which is incorporated by reference into these Terms. By using our services, you consent to our data practices as described in the Privacy Policy.

13. MARKETING AND TESTIMONIALS

Unless Client provides written objection, we may:

List Client's name and logo as a client reference
Describe services provided in general terms (without confidential details)
Request testimonials or case study participation

Client may opt out of such use at any time by written notice.

14. CONTACT FOR QUESTIONS

For questions regarding these Terms of Service, please contact us using the information below.