Terms of
Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Draviont Advisory LLC ("Draviont Advisory," "we," "our," or "us"), a limited liability company organized under the laws of the Commonwealth of Kentucky, United States of America, with its principal place of business at 7300 Turfway Rd, Florence, KY 41042.

By accessing our website, submitting an inquiry, executing a Statement of Work, or otherwise engaging with Draviont Advisory's services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you are entering into these Terms on behalf of an organization or company, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you must immediately discontinue any use of our services and website. Your continued use of our services following any modification to these Terms constitutes your acceptance of such modifications.

2. Description of Services

Draviont Advisory provides professional strategy consulting services to businesses, organizations, and enterprises operating primarily within the United States. Our core service offerings include, but are not limited to:

• Company Structure Consulting: Organizational design, hierarchical architecture review, role and responsibility frameworks, reporting structure optimization, and scalability planning. Engagements are typically priced between $8,000 and $25,000 per project based on organizational size and scope.
• Change Management Advisory: Transition planning, stakeholder alignment strategies, resistance analysis, implementation roadmap development, and transformation governance. Typical engagements range from $12,000 to $40,000, with ongoing retainer options available.
• Team Interaction Optimization: Cross-functional alignment programs, communication protocol design, performance cadence systems, collaboration architecture, and capability building. Workshop packages and project engagements are offered from $5,500 to $18,000.
• Management Documentation: Policy framework development, standard operating procedure creation, governance manuals, executive briefing materials, and compliance-ready documentation sets. Services are available from $3,500 per deliverable set or at hourly rates of $180 to $350.

All services are provided on a project basis unless otherwise specified in a written Statement of Work or Master Services Agreement. The specific scope, deliverables, timeline, and fees for each engagement shall be set forth in a separate Statement of Work executed by both parties.

3. Engagement Process

3.1 Initial Inquiry

All engagements begin with a discovery inquiry submitted through our website or via direct communication. An initial consultation will be scheduled within 24 business hours of receiving your inquiry. The initial consultation is provided at no charge and carries no obligation.

3.2 Proposal & Statement of Work

Following the initial consultation, Draviont Advisory will prepare a written proposal outlining the recommended scope of work, methodology, timeline, and associated fees. Upon Client's written acceptance of the proposal, a formal Statement of Work ("SOW") will be executed by both parties. No work shall commence until a signed SOW is in place.

3.3 Project Execution

All project activities, milestones, and deliverables will be conducted in accordance with the terms of the executed SOW. Draviont Advisory shall assign qualified consultants to each engagement commensurate with the complexity and requirements of the project. We reserve the right to utilize subcontractors subject to the same confidentiality obligations imposed on our employees.

3.4 Deliverable Acceptance

Client shall review each deliverable submitted by Draviont Advisory within ten (10) business days of delivery. If Client does not provide written feedback within this period, the deliverable shall be deemed accepted. Two (2) rounds of revisions are included per deliverable set unless otherwise specified in the SOW.

4. Fees, Invoicing & Payment

4.1 Fee Structure

Fees for all engagements are established in the executed Statement of Work. Draviont Advisory reserves the right to adjust pricing for services not covered within the original SOW scope. Any additional scope requests will be processed as a written Change Order prior to execution.

4.2 Payment Schedule

Unless otherwise agreed in writing, the following payment terms apply: fifty percent (50%) of the total project fee is due upon execution of the SOW, with the remaining fifty percent (50%) due upon delivery of final deliverables. For retainer arrangements, invoices are issued on the first business day of each calendar month and are due within fifteen (15) days of the invoice date.

4.3 Late Payment

Invoices not paid within fifteen (15) days of the due date will accrue interest at the rate of one and one-half percent (1.5%) per month on the outstanding balance. Draviont Advisory reserves the right to suspend all work on active engagements until overdue balances are resolved in full.

4.4 Taxes

All fees quoted by Draviont Advisory are exclusive of applicable federal, state, and local taxes. Client is responsible for all taxes, duties, and assessments imposed on the services received, excluding taxes based on Draviont Advisory's net income.

5. Intellectual Property

5.1 Work Product Ownership

Upon receipt of full payment for all fees due under an engagement, Draviont Advisory assigns to Client all right, title, and interest in and to the custom deliverables created specifically for Client under the relevant SOW ("Work Product"). This assignment does not include Draviont Advisory's Pre-Existing Materials or General Methodologies (defined below).

5.2 Pre-Existing Materials

Draviont Advisory retains all intellectual property rights in its pre-existing methodologies, frameworks, templates, tools, software, processes, and know-how developed independently of any Client engagement ("Pre-Existing Materials"). Where Work Product incorporates Pre-Existing Materials, Draviont Advisory grants Client a non-exclusive, non-transferable, perpetual license to use such Pre-Existing Materials solely as incorporated in the Work Product and solely for Client's internal business purposes.

5.3 General Methodologies

Draviont Advisory retains the right to use general knowledge, experience, and methodologies acquired or developed during any Client engagement, provided such use does not involve Client's confidential information. Draviont Advisory may freely apply conceptual approaches and general strategies learned during one engagement to other engagements.

6. Confidentiality

6.1 Definition

"Confidential Information" means any non-public information disclosed by either party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with an engagement, whether disclosed verbally, in writing, digitally, or by any other means, and whether or not labeled as confidential, that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

6.2 Obligations

Each party agrees to: (a) maintain the confidentiality of the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely for purposes of performing or receiving the services under the relevant SOW; and (c) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except as required by law or court order.

6.3 Exclusions

The foregoing obligations do not apply to information that: (a) is or becomes publicly available without breach of these Terms; (b) was rightfully in the Receiving Party's possession before disclosure; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by applicable law, regulation, or court order, provided the Receiving Party gives the Disclosing Party prompt notice and cooperates in seeking a protective order.

6.4 Duration

Confidentiality obligations shall survive the termination or expiration of any engagement for a period of five (5) years.

7. Client Responsibilities

To enable Draviont Advisory to perform services effectively, Client agrees to:

• Designate a qualified, senior point of contact who has the authority to make decisions within the project scope and timeline.
• Provide timely access to relevant personnel, data, documents, systems, and facilities reasonably required to complete the engagement.
• Review and provide feedback on deliverables within the agreed review periods specified in the SOW.
• Ensure the accuracy and completeness of all information provided to Draviont Advisory. Draviont Advisory may rely on information provided by Client without independent verification.
• Obtain all necessary internal approvals for project decisions and accept that delays caused by Client's failure to fulfill these responsibilities may extend timelines and may result in additional fees.
• Maintain confidentiality regarding any Draviont Advisory proprietary methodologies, frameworks, or tools shared during the engagement.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DRAVIONT ADVISORY, ITS MEMBERS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ENGAGEMENT, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF DRAVIONT ADVISORY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL DRAVIONT ADVISORY'S TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO A SPECIFIC ENGAGEMENT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO DRAVIONT ADVISORY FOR THAT SPECIFIC ENGAGEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Some jurisdictions do not allow the limitation or exclusion of certain damages. In such jurisdictions, Draviont Advisory's liability shall be limited to the maximum extent permitted by applicable law.

9. Warranties and Disclaimers

9.1 Draviont Advisory Warranties

Draviont Advisory warrants that: (a) it has the right and authority to enter into these Terms and perform the services described herein; (b) the services will be performed in a professional and workmanlike manner consistent with industry standards; and (c) to our knowledge, deliverables will not infringe the intellectual property rights of any third party.

9.2 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY SET FORTH ABOVE, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. DRAVIONT ADVISORY DOES NOT WARRANT THAT ITS RECOMMENDATIONS OR STRATEGIES WILL ACHIEVE ANY PARTICULAR BUSINESS OUTCOME, FINANCIAL RESULT, OR OPERATIONAL IMPROVEMENT.

Strategy consulting inherently involves assessments based on information available at the time of the engagement. Draviont Advisory cannot guarantee that market conditions, organizational dynamics, or external factors will not change in ways that affect the applicability or effectiveness of its recommendations.

10. Termination

10.1 Termination for Convenience

Either party may terminate an engagement for convenience upon thirty (30) days' prior written notice to the other party. In the event of termination for convenience by Client, Client shall pay Draviont Advisory for all services performed and expenses incurred up to the effective date of termination, plus a termination fee equal to twenty percent (20%) of the remaining unpaid project fees.

10.2 Termination for Cause

Either party may terminate an engagement immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within fifteen (15) days of written notice thereof; (b) becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy protection; or (c) engages in fraud, willful misconduct, or illegal activity.

10.3 Effect of Termination

Upon termination, each party shall promptly return or destroy the other party's Confidential Information. Provisions that by their nature should survive termination shall survive, including without limitation Sections 5, 6, 8, 9, 11, and 12 of these Terms.

11. Governing Law

These Terms and all engagements hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of law principles. The federal courts sitting in the Northern District of Kentucky and the courts of the Commonwealth of Kentucky sitting in Boone County shall have exclusive jurisdiction over any disputes arising under these Terms, and each party consents to the personal jurisdiction of such courts.

12. Dispute Resolution

Prior to initiating any formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute through direct negotiation between senior representatives of each party. Such negotiation period shall last no less than thirty (30) days from the date one party provides written notice of a dispute to the other.

If the dispute cannot be resolved through direct negotiation, the parties agree to submit the dispute to non-binding mediation administered by a mutually agreed upon mediator in Boone County, Kentucky before initiating litigation. The costs of mediation shall be split equally between the parties.

EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR ANY ENGAGEMENT.

13. Amendments and Entire Agreement

These Terms constitute the entire agreement between the parties with respect to their subject matter and supersede all prior agreements, negotiations, representations, and understandings, whether oral or written. No modification of these Terms shall be effective unless made in writing and signed by authorized representatives of both parties. Draviont Advisory reserves the right to update these Terms from time to time. Updated Terms will be posted on our website with a revised effective date. Continued engagement with Draviont Advisory following such updates constitutes acceptance of the revised Terms.

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect. The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce such provision in the future.

14. Contact Information