The agreement between us for the services 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, 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 offers the services described below. The specific service Client is purchasing, and the fee for it, are identified at the payment link provided to Client. Only the service identified at checkout is included in this engagement.
The Operational Audit (the "Audit") consists of:
The Audit identifies operational pain points and recommends tools, workflows, and process changes, often involving artificial intelligence and automation software.
The AI Fluency Engagement (the "Engagement") is a hands on teaching engagement consisting of exactly three sessions:
The Engagement is limited in scope to these three sessions. The two follow up sessions must be scheduled and completed within ninety (90) days of the initial session, unless Consultant agrees in writing to extend that window. Follow up sessions not used within the window are forfeited, and no portion of the fee is refunded for unused sessions.
The Engagement teaches Client to use artificial intelligence tools in Client's own work. It does not include Consultant building, configuring, or maintaining systems on Client's behalf, which is implementation work under Section 5.
Following completion of an Audit or an Engagement, Client may elect an optional monthly retainer providing continued access to Consultant for questions and guidance. The retainer:
The retainer covers guidance and access. It does not include implementation work, which requires a Statement of Work under Section 5.
The service identified at checkout 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 each service is the amount quoted by Consultant and presented at the payment link provided to Client.
For the Audit, payment is due in full before the live working session begins. For the Engagement, payment is due in full before the initial session begins. For the retainer, payment is due in advance of each monthly period. Sessions will not be scheduled or held until payment is received and cleared.
If, by the end of the Audit's 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 Audit 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 Audit fee is fully earned and not refundable.
This guarantee applies to the Audit only. It does not apply to the Engagement, the retainer, or implementation work.
Because the Engagement is delivered live, session by session, its fee is earned as sessions are delivered:
Retainer payments are earned when billed and are not refundable, except that cancellation under Section 1.3 stops future billing.
Client agrees to:
If Client fails to attend a scheduled session without notice, that session is forfeited. If Client repeatedly fails to cooperate such that Consultant cannot reasonably deliver the service, Consultant may terminate under Section 15 and the fee is fully earned.
Consultant offers implementation support as a separate, follow on engagement. 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.
What Consultant collects. During an engagement, Consultant receives information from Client through the booking questions, the discovery conversation, live sessions, 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.
What Consultant does not ask for. 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.
Call recording and transcription. Discovery conversations and working sessions may be recorded and transcribed to support accurate preparation and delivery of the service. Consultant will give notice at the start of any recorded call, and Client's continued participation constitutes consent to recording. Client may decline recording for any call by saying so, and the call will proceed unrecorded. Recordings and transcripts are stored on the same systems, and deleted on the same schedule, as other Client information under this Section.
Where Client information lives. 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.
How AI tools are used. 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 deliverables. 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.
Retention and deletion. Consultant will delete Client's intake responses, session notes, recordings, transcripts, and other identifying information from active systems within ninety (90) days after completion of the engagement, unless Client has engaged Consultant for ongoing work under a retainer or 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.
Marketing and case studies. 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 services and any recommendations made by Consultant are operational, educational, 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. 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.
Either party may terminate this Agreement at any time by written notice. The consequences of termination depend on the service and when it occurs:
Audit. Before the live working session: Client receives a refund of the fee paid, less any payment processing fees actually charged. After the live working session begins: Section 3.1 controls. After the 24 hour satisfaction window passes: the fee is fully earned and not refundable.
Engagement. Before the initial session: Client receives a refund of the fee paid, less any payment processing fees actually charged. Once the initial session has been held: the fee is fully earned and not refundable under Section 3.2.
Retainer. Cancellation under Section 1.3 controls.
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 purchased service has not yet been delivered, either party may terminate this Agreement and Client will receive a full refund of any fees paid for undelivered services.
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.