The agreement between us for the Business Audit we discussed. It is written in plain language to be easy to understand. If anything is unclear, please ask before you accept.
By checking the acceptance box and completing payment for the Audit, you confirm that you have read this Agreement, understood it, and agreed to all of it.
This Agreement is between Kerner Advisory, a brand operated by Kerner Ventures LLC, a Kentucky limited liability company located in Winchester, Kentucky ("Consultant"), and the client who accepts these terms at checkout ("Client"). The Client name, Client business name, and email captured at checkout, together with the date and time of acceptance, identify the Client and form part of this Agreement. The Effective Date is the date acceptance and payment are completed.
Consultant will provide a Business Audit (the "Audit") consisting of:
The Audit identifies operational pain points and recommends tools, workflows, and process changes, often involving artificial intelligence and automation software. The Audit is the entire scope of services under this Agreement. Implementation of any recommendation is a separate engagement and requires a signed Statement of Work as described in Section 5.
The fee for the Audit is the amount quoted by Consultant and presented at the payment link provided to Client.
Payment is due in full before the live working session begins. Consultant will provide a payment link, and the session will not be scheduled or held until payment is received and cleared.
If, by the end of the live working session, Client believes the Audit was not worth the fee paid, Client may notify Consultant in writing within twenty four (24) hours of the session ending and receive a full refund of the fee.
To exercise this guarantee, Client must:
Refund will be issued within 7 business days of valid notice. If Client implements any recommendation from the Audit, Client waives the right to a refund. After the 24 hour window passes without written notice, the fee is fully earned and not refundable.
Client agrees to:
If Client fails to complete the questionnaire or attend the scheduled session, the fee is forfeited and Consultant has no further obligation.
Implementation of any recommendation, whether by Consultant or any third party, is outside the scope of this Agreement. If Client wishes to engage Consultant for implementation support, the parties will execute a separate written Statement of Work specifying:
No implementation work begins until a Statement of Work is signed by both parties and the agreed initial payment is received. Verbal agreements, text messages, and casual conversations do not create implementation obligations.
Client represents and warrants that:
If any of these representations is or becomes untrue, Consultant may terminate this Agreement immediately by written notice, retain the full fee paid, and have no further obligation to provide services or refunds.
During the Audit, Consultant receives information from Client through the intake questionnaire, the live working session, and any follow up communication. This may include business operations details, descriptions of processes, names of customers, employees, or vendors that Client chooses to share, and other content Client provides voluntarily.
Consultant does not request, and Client should not provide, regulated personal information including: Social Security numbers, dates of birth, driver's license numbers, financial account numbers, credit card numbers, employer identification numbers (EINs), tax identification numbers, individual health information, or login credentials of any kind. If Client inadvertently provides any such information, Consultant will delete it upon discovery and notify Client.
Client information is stored on Consultant's personal business systems, including encrypted cloud storage and password protected devices used solely for Kerner Advisory work. Consultant does not store Client information on any system belonging to any other employer or organization.
Consultant uses artificial intelligence tools, including large language models, to assist with research, analysis, and preparation of recommendations. Information Client provides may be processed through these tools as part of preparing the Audit. AI generated content is always reviewed by Consultant before delivery, and Consultant remains responsible for the substance of all recommendations. Consultant uses AI providers with standard commercial data protection practices but cannot guarantee the specific data handling practices of any third party AI provider. Client expressly acknowledges this risk and agrees that Consultant is not liable for any data exposure, breach, or unauthorized access caused by a third party AI provider acting outside of Consultant's reasonable control.
Consultant will delete Client's questionnaire responses, session notes, and other identifying information from active systems within ninety (90) days after completion of the Audit, unless Client has engaged Consultant for ongoing implementation work under a separate Statement of Work. Consultant may retain general lessons learned (without identifying Client) for the purpose of improving services for other clients. Client may request earlier deletion in writing at any time.
Consultant will not use Client's business name, logo, identifying details, or specific situation in any marketing, social media post, blog, case study, or testimonial without Client's prior written permission.
The Audit and any recommendations made by Consultant are operational and strategic in nature. They are not:
Consultant is not a licensed attorney, certified public accountant, financial advisor, or insurance producer acting in those capacities under this Agreement. Client is solely responsible for consulting appropriate licensed professionals before acting on any recommendation.
Recommendations may include the use of third party software, platforms, or service providers (for example, Jobber, QuickBooks, Calendly, Zapier). Consultant is not responsible for:
Client is solely responsible for reviewing and accepting the terms of any third party tool before adopting it.
Each party will treat the other's nonpublic business information as confidential and will not disclose it to any third party except:
Confidential information does not include information that is publicly available, was already known to the receiving party before disclosure, or is independently developed by the receiving party.
This obligation continues for two (2) years after termination of this Agreement.
Consultant is an independent contractor. Nothing in this Agreement creates:
Consultant is not an employee or agent of Client. Client is not an employee or agent of Consultant. Each party is responsible for its own taxes, insurance, and legal compliance.
To the maximum extent allowed by law:
Each party will indemnify and hold harmless the other party, and the other party's owners and personnel, from any third party claim, damage, or expense (including reasonable attorney fees) arising from the indemnifying party's:
Consultant's total indemnification obligation is also subject to the cap in Section 13(a).
Either party may terminate this Agreement at any time by written notice. The consequences of termination depend on when it occurs:
Sections 6, 8, 10, 11, 12, 13, 14, 16, and 17 survive termination of this Agreement.
If a dispute arises, the parties agree to first attempt to resolve it through good faith direct discussion within thirty (30) days of written notice of the dispute.
If direct discussion fails, the parties agree to attempt mediation through a mutually agreed mediator located in Kentucky before filing any lawsuit. Each party will bear its own mediation costs and split the mediator's fee equally.
If mediation fails, any lawsuit must be filed in the state or federal courts located in Clark County, Kentucky, or the closest court of competent jurisdiction. Both parties consent to that jurisdiction and venue.
This Agreement is governed by the laws of the Commonwealth of Kentucky, without regard to its conflict of laws principles.
Written notices required under this Agreement must be sent to:
Consultant: Kerner Advisory, 20 Mockingbird Valley Road, Winchester, KY 40391, rob@kerneradvisory.com
Client: the email and mailing address provided at checkout.
Notice is effective when received by email (with no bounce) or three (3) business days after mailing.
Neither party is liable for delays or failures in performance caused by events outside their reasonable control, including but not limited to serious illness, family emergency, natural disaster, internet or power outage, acts of government, or pandemic. The party affected will notify the other in writing as soon as reasonably possible. If the delay continues for more than thirty (30) days and the Audit has not yet been delivered, either party may terminate this Agreement and Client will receive a full refund of any fees paid.
By checking the acceptance box at checkout and completing payment, both Client and Consultant agree to the terms above. Consultant is Kerner Ventures LLC, doing business as Kerner Advisory, accepted on its behalf by Robert Kerner, Member and Owner. Client acceptance is recorded electronically at checkout with a timestamp, which both parties agree has the same effect as a handwritten signature under Section 19(f).