Terms of Service

Welcome to Stratevora Prime. These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Stratevora Prime ("Company," "we," "us," or "our"), a strategy consulting firm operating from 1470 Chelsa Dr, Madisonville, KY 42431. By accessing our website, engaging our services, or entering into any consulting arrangement with us, you agree to be bound by these Terms in their entirety.

Please read these Terms carefully before using our services. If you do not agree with any provision contained herein, you must not access our website or engage our consulting services. Your continued use of our services following any modifications to these Terms constitutes your acceptance of those changes.

These Terms apply to all services provided by Stratevora Prime, including but not limited to strategic positioning, business clarity consulting, execution planning, decision support, and continuous advisory engagements.

Stratevora Prime provides professional strategy consulting services to businesses of various sizes and industries. Our services encompass the following primary disciplines:

• Strategic Positioning: Formation of business direction, value proposition refinement, customer segment prioritization, and long-term goal definition.
• Business Clarity & Structure: Process structuring, team logic alignment, operational simplification, and creation of scalable operational models.
• Decision Support: Analysis of management decisions, growth opportunity assessment, risk evaluation, and strategic recommendations.
• Execution Planning: Strategy-to-action breakdown, roadmap creation, milestone definition, and change management support.
• Continuous Advisory: Ongoing strategic consultation, adaptive planning support, scaling guidance, and leadership coaching.

The specific scope, deliverables, timelines, and terms of any individual engagement shall be outlined in a separate Statement of Work (SOW) or Service Agreement executed by both parties prior to the commencement of services. In the event of any conflict between these Terms and a specific Service Agreement, the Service Agreement shall prevail with respect to the specific engagement.

We reserve the right to modify, suspend, or discontinue any service offering at any time with reasonable notice. We are not liable to you or any third party for any modification, suspension, or discontinuation of services, provided we fulfill our obligations under any existing executed agreements.

The success of any consulting engagement depends significantly on the Client's active participation and fulfillment of certain responsibilities. By engaging our services, you agree to the following obligations:

• Provide accurate, complete, and timely information about your business, operations, financials, and objectives as reasonably required for the engagement.
• Designate appropriate internal contacts and decision-makers who have the authority to provide input and approvals necessary for the project to proceed.
• Make personnel, data, systems, and documentation available to Stratevora Prime consultants as needed and agreed upon in the SOW.
• Review deliverables, provide feedback, and communicate decisions within the timelines agreed upon in the project plan.
• Notify Stratevora Prime promptly of any material changes in your business circumstances that may affect the scope or execution of the engagement.
• Maintain appropriate internal resources to implement recommendations and strategic plans developed through our engagement.
• Ensure compliance with all applicable laws and regulations in connection with the implementation of any strategies or recommendations provided.

Stratevora Prime shall not be held responsible for delays, diminished outcomes, or project failures caused by the Client's failure to fulfill these obligations. Should such failures require additional work beyond the original scope, they may be subject to additional fees as outlined in the applicable Service Agreement.

All fees for consulting services shall be set forth in the applicable Service Agreement or Statement of Work. Unless otherwise specified in writing, the following payment terms apply:

• Project-based engagements require a non-refundable deposit of fifty percent (50%) of the total project fee prior to commencement of work, with the remaining balance due upon completion or as scheduled in the SOW.
• Retainer and advisory engagements are billed monthly in advance on the first business day of each billing cycle.
• All invoices are due and payable within fifteen (15) calendar days of the invoice date unless otherwise agreed in writing.
• Late payments are subject to a monthly finance charge of 1.5% on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower.
• All fees are denominated in United States Dollars (USD) and exclusive of applicable taxes unless otherwise stated.
• Expenses incurred by Stratevora Prime on behalf of the Client (including travel, software, third-party tools) will be billed at cost with prior written approval from the Client.

In the event of non-payment, Stratevora Prime reserves the right to suspend services, withhold deliverables, or terminate the engagement with written notice. Recovery of outstanding amounts through legal proceedings or collections will result in the Client bearing all associated costs, including reasonable attorney fees, to the extent permitted by law.

Stratevora Prime reserves the right to adjust its fee schedule with a minimum of thirty (30) days' written notice for ongoing engagements. Such adjustments shall not apply to any fixed-fee projects already contracted and underway at the time of the notice.

The ownership and licensing of intellectual property created during engagements is an important consideration. The following provisions govern IP rights:

• Client-Specific Deliverables: Upon receipt of full payment, Stratevora Prime assigns to the Client all rights, title, and interest in deliverables specifically created for and tailored to the Client's business, including strategies, roadmaps, and operational frameworks.
• Stratevora Prime Methodology: All proprietary methodologies, frameworks, tools, templates, processes, and know-how developed by or belonging to Stratevora Prime prior to or independent of the engagement remain the exclusive property of Stratevora Prime. Client is granted a limited, non-exclusive, non-transferable license to use such materials solely for internal business purposes.
• Confidential Information: All non-public business information shared by either party in the course of an engagement is considered confidential and shall not be disclosed to third parties without prior written consent, except as required by law.
• Portfolio Rights: Stratevora Prime reserves the right to reference the Client relationship and general project nature for portfolio, marketing, or case study purposes, subject to prior written approval from the Client.

These IP provisions survive the termination of any engagement or agreement between the parties.

Both Stratevora Prime and the Client recognize that in the course of an engagement, each party may have access to confidential, proprietary, or sensitive information belonging to the other party. Both parties agree to hold such information in strict confidence and to use it solely for the purpose of fulfilling obligations under the applicable Service Agreement.

Confidential information includes, but is not limited to: business strategies, financial data, customer lists, operational processes, personnel information, proprietary technology, trade secrets, and any information that is designated as confidential or that a reasonable person would recognize as confidential given the nature of the disclosure.

Obligations of confidentiality do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) is independently developed by the receiving party without use of confidential information; (iii) is received from a third party without breach of any confidentiality obligation; or (iv) is required to be disclosed by law, court order, or governmental authority, provided that the disclosing party is given reasonable prior notice and an opportunity to seek a protective order.

The confidentiality obligations set forth in this section shall survive the termination of any service engagement for a period of three (3) years, unless a longer period is specified in a separate written non-disclosure agreement between the parties.

Stratevora Prime provides consulting services based on professional judgment, industry experience, and information provided by the Client. The following important disclaimers and limitations apply:

• No Guarantee of Results: While we are committed to delivering high-quality strategic counsel, Stratevora Prime does not guarantee specific business outcomes, financial results, revenue growth, or competitive positioning as a result of our services. Business outcomes depend on numerous factors outside our control, including market conditions, implementation quality, and management execution.
• Advisory Nature: All recommendations, strategies, and plans delivered by Stratevora Prime represent professional opinions and advisory guidance. Final business decisions remain the sole responsibility of the Client and its leadership team.
• Information Accuracy: The quality of our deliverables depends on the accuracy and completeness of information provided by the Client. We are not responsible for outcomes resulting from inaccurate or incomplete information provided to us.
• Limitation of Liability: To the maximum extent permitted by applicable law, Stratevora Prime's total liability for any claim arising under or in connection with these Terms or any Service Agreement shall not exceed the total fees paid by the Client to Stratevora Prime in the three (3) months immediately preceding the event giving rise to the claim.
• Exclusion of Consequential Damages: In no event shall Stratevora Prime be liable for indirect, incidental, special, consequential, punitive, or exemplary damages, including lost profits, lost revenue, or loss of business opportunity, even if advised of the possibility of such damages.

Either party may terminate a service engagement in accordance with the following provisions:

• Client-Initiated Termination: The Client may terminate an engagement with thirty (30) days' written notice. Fees for work completed or in progress up to the effective termination date shall remain due and payable. Deposits paid are non-refundable unless otherwise specified in the Service Agreement.
• Company-Initiated Termination: Stratevora Prime may terminate an engagement for cause immediately upon written notice if the Client breaches these Terms, fails to make payments, provides materially false information, or engages in conduct that is illegal or harmful. Stratevora Prime may also terminate for convenience with thirty (30) days' written notice.
• Effect of Termination: Upon termination, each party shall return or destroy confidential materials belonging to the other. Stratevora Prime shall deliver to the Client all completed work product for which payment has been received. The Client shall pay for all work performed up to the date of termination.
• Survival: Provisions relating to confidentiality, intellectual property, indemnification, limitation of liability, and dispute resolution shall survive termination of any agreement.

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, United States of America, without regard to its conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to these Terms or any service engagement shall be resolved through the following process:

• Good Faith Negotiation: The parties shall first attempt to resolve any dispute through direct negotiation in good faith. Either party may initiate this process by providing written notice of the dispute to the other party.
• Mediation: If negotiation fails to resolve the dispute within thirty (30) days, the parties agree to attempt mediation with a mutually agreed-upon mediator before resorting to litigation.
• Arbitration: If mediation is unsuccessful, disputes shall be resolved through binding arbitration conducted in Madisonville, Kentucky, in accordance with the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
• Injunctive Relief: Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm pending the resolution of a dispute.

You agree that any claims must be brought individually and not as a class action or collective proceeding.

Your use of the Stratevora Prime website is subject to the following terms in addition to those governing our consulting services:

• You agree to use the website only for lawful purposes and in a manner that does not infringe the rights of others or restrict their use of the website.
• You shall not attempt to gain unauthorized access to any part of the website, server, or database connected to the site.
• You shall not transmit or upload any material that contains viruses, malicious code, or any other harmful programs.
• All content on this website, including text, graphics, logos, illustrations, and code, is the intellectual property of Stratevora Prime and may not be reproduced, distributed, or used without express written permission.
• We reserve the right to modify or discontinue the website at any time without notice.
• Links to third-party websites are provided for convenience only. Stratevora Prime does not endorse and is not responsible for the content or practices of any linked websites.

Stratevora Prime reserves the right to update, modify, or replace these Terms at any time at our sole discretion. When we make material changes, we will update the "Last Updated" date at the top of this document. For ongoing engagements, material changes to these Terms will be communicated with at least thirty (30) days' written notice.

Your continued engagement with our services following notification of changes constitutes acceptance of the revised Terms. If you disagree with the revised Terms and have an active engagement, please notify us in writing within fourteen (14) days of notification, and we will discuss accommodations or an orderly conclusion to the engagement.

We encourage you to periodically review these Terms to stay informed of any updates. The most current version will always be available at the designated legal pages of our website.