Terms of
Service

Introduction & Acceptance of Terms

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you (the "Client," "you," or "your") and Kryvexis Advisors, a business consulting and advisory firm located at 900 E 2nd St, Owensboro, KY 42303 ("Kryvexis," "we," "us," or "our"). These Terms govern your access to and use of all consulting services, advisory sessions, documentation deliverables, reports, communications, and any other services we provide.

By entering into any verbal or written engagement with Kryvexis Advisors, by requesting a service proposal, by accepting a Statement of Work, or by receiving any services from us, you agree to be bound by these Terms. If you are entering into this Agreement on behalf of a business entity, you represent that you have the legal authority to bind that entity to these Terms.

If you do not agree with any portion of these Terms, you must not engage our services. Your continued use of our advisory services following any modifications to these Terms constitutes your acceptance of the revised Terms.

These Terms were last updated on December 1, 2023, and are effective as of January 1, 2024. We recommend saving or printing a copy of these Terms for your records at the time of engagement.

Description of Services

Kryvexis Advisors provides professional business consulting and advisory services to organizations of varying sizes and industries. Our service offerings are described below in general terms. Specific services, deliverables, timelines, and fees will be outlined in a separate Statement of Work ("SOW") or Service Agreement for each engagement.

Our core service areas include, but are not limited to:

• Organizational structure consulting — evaluation, analysis, and redesign of company hierarchies, reporting structures, governance models, and role definitions.
• Change management recommendations — advisory support for organizations navigating transitions, including internal reorganizations, leadership changes, and operational pivots.
• Team interaction optimization — analysis and restructuring of how departments and cross-functional teams collaborate, communicate, and make decisions.
• Management documentation — creation, structuring, and delivery of internal business documentation, including Standard Operating Procedures (SOPs), policy frameworks, role guides, and process libraries.
• Strategic advisory sessions — structured engagements in which Kryvexis consultants provide analysis, recommendations, and guidance based on client-submitted information and diagnostic findings.
• Workshop facilitation — moderated working sessions with client leadership and/or staff to address specific organizational challenges.

All services are purely advisory and consultative in nature. Kryvexis Advisors does not provide financial advice, investment guidance, legal counsel, tax advice, accounting services, or any services that require regulated professional licensure. Clients requiring such services should engage appropriately licensed professionals.

Scope and Limitations of Advisory Services

It is essential that Clients understand the scope and inherent limitations of the advisory services provided by Kryvexis Advisors. Our work is based on information provided by the Client, industry best practices, organizational frameworks, and the professional judgment of our consultants.

The following limitations apply to all engagements:

• Advisory Only: All outputs, recommendations, reports, and documentation produced by Kryvexis are advisory in nature. They represent our professional analysis and opinion, not guaranteed outcomes. Implementation of recommendations remains entirely at the Client's discretion and responsibility.
• No Implementation Guarantee: Kryvexis does not guarantee specific business results, revenue outcomes, cost savings, or operational improvements resulting from following our recommendations. Results depend on the Client's internal capacity, leadership commitment, and execution quality.
• Information Dependency: The quality and accuracy of our advisory work is directly dependent on the completeness and accuracy of information provided by the Client. We are not responsible for recommendations that prove inaccurate due to incomplete or misleading information provided during the engagement.
• No Legal or Financial Services: Our consulting services explicitly exclude any activity that constitutes legal advice, financial planning, investment advisory, tax consulting, accounting, or any other regulated professional service. Nothing in our deliverables should be construed as such.
• No Guarantee of Compliance: While we may provide general operational frameworks, we do not guarantee that our recommendations comply with all applicable local, state, or federal laws, regulations, or industry standards. Clients are responsible for ensuring regulatory compliance independently.

Kryvexis Advisors operates as an independent contractor, not as an employee, agent, or partner of any Client. Our consultants are not authorized to bind the Client to any third-party agreements or make commitments on the Client's behalf.

Client Obligations and Responsibilities

Successful advisory engagements require active participation and good-faith cooperation from the Client. By engaging Kryvexis Advisors, you agree to fulfill the following obligations throughout the duration of the engagement:

1. Provide accurate, complete, and timely information, documentation, and access to relevant personnel as reasonably required for the engagement.
2. Designate a primary point of contact who has the authority to make decisions relevant to the engagement and who can represent the organization in communications with Kryvexis.
3. Ensure that all individuals within your organization who interact with Kryvexis consultants are authorized to share relevant organizational information and are made aware of the engagement scope.
4. Respond to requests for information, review materials, and feedback within the timeframes specified in the SOW or as otherwise reasonably requested. Delays caused by the Client may affect project timelines and deliverable schedules without penalty to Kryvexis.
5. Refrain from using Kryvexis advisory services for any illegal, deceptive, or unethical purpose.
6. Maintain the confidentiality of all advisory frameworks, proprietary methodologies, and working documents shared by Kryvexis, except as required by law.
7. Pay all fees and invoices in accordance with the payment terms outlined in the SOW or Service Agreement.
8. Notify Kryvexis promptly of any material changes in your organization's circumstances that may affect the engagement scope, timeline, or relevance of advisory work in progress.
9. Take responsibility for all implementation decisions and actions taken based on Kryvexis recommendations. Kryvexis is not responsible for outcomes resulting from implementation choices made by the Client.

Failure to fulfill these obligations may result in delays, reduced effectiveness of advisory services, or, at Kryvexis's sole discretion, suspension or termination of the engagement.

Engagement Terms and Agreements

Each consulting engagement with Kryvexis Advisors is governed by these Terms of Service in conjunction with a project-specific Statement of Work (SOW) or Service Agreement. The SOW will specify the engagement scope, deliverables, timeline, fees, and any project-specific conditions.

In the event of a conflict between these Terms and the SOW, the SOW shall prevail with respect to the specific engagement, unless otherwise specified in writing by an authorized representative of Kryvexis Advisors.

Engagement types may include:

• Project-Based Engagements: Fixed-scope engagements with defined deliverables and timelines.
• Retainer Engagements: Ongoing advisory relationships with a set number of consulting hours per month.
• Advisory Sessions: Individual sessions for targeted consultation on specific organizational challenges.
• Assessment Engagements: Diagnostic reviews resulting in a formal organizational assessment report.
• Documentation Engagements: Work focused on the creation, revision, or structuring of management documentation.

All engagements are initiated upon receipt of a signed SOW or written acceptance of a service proposal. Verbal agreements do not constitute binding engagements unless confirmed in writing. Kryvexis reserves the right to decline any engagement at its discretion and without obligation to provide a reason.

Confidentiality and Non-Disclosure

Both parties acknowledge that in the course of an engagement, each may be exposed to the other's confidential and proprietary information. "Confidential Information" means any non-public information, business data, organizational data, personnel information, financial information, strategies, processes, or other proprietary materials disclosed by one party to the other.

Kryvexis Advisors agrees to:

• Hold all Client Confidential Information in strict confidence and use it solely for the purpose of delivering the contracted advisory services.
• Not disclose Client Confidential Information to any third party without the Client's prior written consent, except as required by law, court order, or regulatory authority.
• Implement reasonable security measures to protect Client Confidential Information from unauthorized access or disclosure.
• Limit internal access to Client Confidential Information to only those Kryvexis personnel directly involved in the engagement.

The Client agrees to:

• Treat all advisory frameworks, methodologies, working documents, templates, and tools shared by Kryvexis as proprietary and confidential.
• Not disclose, reproduce, or distribute Kryvexis proprietary materials to third parties without prior written consent.

Confidentiality obligations survive the termination of an engagement for a period of three (3) years, unless otherwise specified in a separate Non-Disclosure Agreement (NDA). A more formal NDA may be executed at either party's request prior to or during the engagement.

Confidentiality obligations do not apply to information that: (i) was already publicly known at the time of disclosure; (ii) becomes publicly known through no breach of this Agreement; (iii) was independently developed without use of Confidential Information; or (iv) is required to be disclosed by applicable law.

Intellectual Property

Kryvexis Proprietary Materials: All methodologies, frameworks, templates, tools, assessment instruments, training materials, and other intellectual property developed by Kryvexis Advisors prior to or independently of any specific Client engagement ("Pre-Existing IP") remain the sole and exclusive property of Kryvexis Advisors. These materials may be used to deliver services to multiple Clients and are not transferred to any Client through an engagement.

Client-Specific Deliverables: Tangible deliverables created specifically for a Client and explicitly identified as Client deliverables in the SOW (such as customized SOPs, organizational charts, and policy documents tailored exclusively to the Client's organization) are licensed to the Client for internal use upon full payment of all associated fees. Such deliverables do not include the underlying methodologies used to create them.

License Grant: Subject to full payment and compliance with these Terms, Kryvexis grants the Client a non-exclusive, non-transferable, royalty-free license to use Client-specific deliverables for internal business purposes only. Clients may not sublicense, sell, resell, or otherwise commercialize Kryvexis deliverables.

Feedback and Input: Any feedback, suggestions, or ideas provided by the Client regarding Kryvexis services or methodologies may be used by Kryvexis without restriction and without obligation to compensate the Client.

Attribution: Kryvexis reserves the right to identify the Client as a client in its marketing materials, unless the Client requests otherwise in writing. Kryvexis will not disclose the specific nature of services rendered without explicit Client consent.

Limitation of Liability

To the fullest extent permitted by applicable law, Kryvexis Advisors' total liability to the Client for any claim arising out of or relating to these Terms or any engagement, whether based on contract, tort, negligence, strict liability, or any other legal theory, shall not exceed the total fees paid by the Client to Kryvexis in the three (3) months immediately preceding the event giving rise to the claim.

In no event shall Kryvexis Advisors be liable for:

• Indirect, incidental, special, consequential, punitive, or exemplary damages.
• Loss of profits, revenue, business, data, or goodwill.
• Business interruption or loss of anticipated savings.
• Damages resulting from the Client's implementation of or failure to implement Kryvexis recommendations.
• Damages resulting from inaccurate or incomplete information provided by the Client.
• Damages resulting from third-party actions or decisions influenced by Kryvexis advisory outputs.
• Any damages arising from circumstances beyond Kryvexis's reasonable control, including force majeure events.

The Client acknowledges that the fees charged for advisory services are set with the understanding that Kryvexis's liability is limited as described herein. These limitations are fundamental elements of the basis of the bargain between the parties and apply even if Kryvexis has been advised of the possibility of such damages.

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, Kryvexis's liability will be limited to the maximum extent permitted by applicable law.

Indemnification

The Client agrees to defend, indemnify, and hold harmless Kryvexis Advisors, its principals, consultants, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• The Client's use or misuse of advisory services, recommendations, or deliverables provided by Kryvexis.
• The Client's implementation of or failure to implement Kryvexis recommendations.
• Any breach by the Client of these Terms of Service or any applicable SOW.
• The Client's violation of any applicable law, regulation, or third-party right.
• Any inaccurate, incomplete, or misleading information provided by the Client to Kryvexis during an engagement.
• Any claim by a third party arising from the Client's actions, omissions, or business decisions, even if those decisions were informed by Kryvexis advisory outputs.

Kryvexis reserves the right to assume exclusive defense and control of any matter subject to indemnification by the Client, in which case the Client agrees to cooperate fully with Kryvexis in asserting any available defenses. The Client shall not settle any claim involving Kryvexis without Kryvexis's prior written consent.

Payment Terms and Fees

Payment terms for each engagement will be set forth in the applicable SOW or Service Agreement. The following general payment terms apply unless superseded by an SOW:

• Invoicing: Kryvexis will issue invoices in accordance with the payment schedule outlined in the SOW. Standard invoices are due and payable within thirty (30) days of the invoice date.
• Late Payment: Invoices not paid within the due date may incur a late payment fee of 1.5% per month (or the maximum rate permitted by law) on the outstanding balance.
• Upfront Deposits: Certain engagement types may require an upfront deposit before work commences, as specified in the SOW.
• Expense Reimbursement: Reasonable out-of-pocket expenses incurred by Kryvexis in connection with an engagement (travel, lodging, materials) will be invoiced to the Client at cost with prior written approval.
• Fee Adjustments: Kryvexis reserves the right to adjust fees for ongoing retainer engagements with sixty (60) days' written notice to the Client.
• Taxes: All fees are exclusive of applicable taxes. The Client is responsible for any sales, use, or similar taxes applicable to advisory services.
• Disputed Invoices: The Client must notify Kryvexis of any invoice dispute within fifteen (15) days of the invoice date. Undisputed portions of any invoice remain due and payable.

Failure to make timely payments may result in suspension of services until outstanding balances are resolved. Kryvexis reserves the right to terminate an engagement for non-payment after providing written notice and a ten (10) day cure period.

Termination of Engagement

Either party may terminate an engagement under the following conditions:

• Termination for Convenience: Either party may terminate an engagement with thirty (30) days' written notice to the other party, unless a different notice period is specified in the SOW. The Client shall remain liable for all fees for work performed up to the termination date, plus any non-cancellable expenses already incurred.
• Termination for Cause: Kryvexis may terminate an engagement immediately upon written notice if the Client materially breaches these Terms or the applicable SOW, including but not limited to non-payment, misuse of deliverables, unlawful conduct, or repeated failure to provide required cooperation or information. The Client may terminate for cause if Kryvexis materially fails to perform the agreed services and does not cure such failure within a reasonable period after receiving written notice.
• Effect of Termination: Upon termination, Kryvexis will cease work in progress as reasonably practicable, and the Client will pay for all services rendered, milestones completed, and approved expenses incurred through the termination date.
• Delivery of Completed Work: Subject to payment of all outstanding amounts, Kryvexis will provide the Client with any completed Client-specific deliverables that are ready for release as of the termination date. Kryvexis is not obligated to deliver draft materials, internal notes, or incomplete work product unless otherwise agreed in writing.
• Survival: Any provisions of these Terms that by their nature should survive termination will remain in full force and effect, including but not limited to confidentiality, intellectual property, limitation of liability, indemnification, payment obligations, dispute resolution, and governing law.

Termination of an engagement does not relieve either party of obligations that accrued before the effective termination date. Any fees paid for services already rendered are non-refundable unless otherwise expressly stated in the applicable SOW or required by law.

Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or relating to these Terms, any SOW, or the services provided by Kryvexis Advisors, the parties agree to first attempt in good faith to resolve the matter through informal discussions.

If the dispute is not resolved through informal negotiation within thirty (30) days, either party may submit the matter to non-binding mediation before pursuing litigation, unless immediate injunctive or equitable relief is necessary to protect confidential information, intellectual property, or other rights that may be irreparably harmed by delay.

If mediation is unsuccessful or not pursued, the dispute shall be resolved in a court of competent jurisdiction as permitted under applicable law and subject to the governing law and venue provisions set forth below. Each party agrees to bear its own legal fees and costs unless otherwise awarded by the court or required by law.

Nothing in this section prevents Kryvexis from seeking immediate equitable relief, including injunctive relief, where necessary to prevent unauthorized use or disclosure of its confidential information, methodologies, or intellectual property.

Governing Law

These Terms of Service, all Statements of Work, and any disputes arising from or related to the relationship between the Client and Kryvexis Advisors shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of laws principles.

The parties agree that, unless otherwise required by applicable law, any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in or serving Owensboro, Kentucky, and each party consents to the personal jurisdiction and venue of such courts.

If any provision of these Terms is determined to be invalid, illegal, or unenforceable under applicable law, the remaining provisions shall remain in full force and effect to the maximum extent permitted.

Modifications to Terms

Kryvexis Advisors reserves the right to update, revise, or modify these Terms of Service at any time in its sole discretion. Updated versions may be published on our website, included with future proposals, or otherwise made available to Clients through written notice or digital distribution.

Any modifications will become effective on the date stated in the revised version unless otherwise required by law. For existing engagements, the version of these Terms in effect on the date the applicable SOW was executed will generally continue to apply for the duration of that engagement, unless the parties agree otherwise in writing.

Your continued use of Kryvexis services after receiving notice of revised Terms constitutes acceptance of those revised Terms to the extent permitted by law and applicable contract terms.

Contact Information

If you have any questions regarding these Terms of Service, wish to request clarification regarding an engagement, or need to provide formal notice under these Terms, you may contact Kryvexis Advisors using the information below.