Terms of Service

1. Acceptance of Terms

By accessing or using the services provided by Nehemiah Harvard ("we," "our," or "us"), including this website and any consulting engagements, you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use our services.

2. Services Provided

We provide fractional executive consulting services specializing in:

• AI Readiness Audits and assessments
• Zero Trust architecture design and implementation guidance
• AI risk management and governance frameworks
• Quantum-resistant cryptography advisory
• Regulatory compliance consulting (OMB, NIST, CISA)
• Fractional Chief AI Officer services

Services are provided on a project basis, monthly retainer, or diagnostic audit engagement as mutually agreed upon in a separate Statement of Work ("SOW") or engagement letter.

3. Engagement Process

3.1 Diagnostic Audits

Diagnostic audits are scoped assessments designed to identify security gaps, compliance risks, and strategic opportunities. Deliverables typically include a written report and recommendations. Pricing is fixed at $10,000 unless otherwise agreed.

3.2 Project-Based Engagements

Project-based engagements are scoped initiatives with defined deliverables, timelines, and pricing ($50,000 - $100,000 range). Each project requires a signed SOW detailing scope, milestones, payment terms, and acceptance criteria.

3.3 Monthly Retainers

Monthly retainer engagements provide ongoing strategic advisory and fractional executive support ($15,000 - $25,000/month). Retainers are billed monthly in advance and require 30 days' written notice for termination. We maintain a maximum of 10 concurrent retainer clients to ensure quality and availability.

4. Client Responsibilities

To ensure successful engagement outcomes, you agree to:

• Provide timely access to necessary personnel, systems, and documentation
• Respond to information requests within agreed timeframes
• Designate a primary point of contact for engagement coordination
• Maintain confidentiality of proprietary methodologies and deliverables
• Make payment according to agreed terms

5. Payment Terms

Unless otherwise specified in an SOW:

• Diagnostic Audits: Payment due in full upon engagement initiation
• Project-Based: Payment structured per SOW milestones (typically 50% upfront, 50% upon completion)
• Monthly Retainers: Billed monthly in advance on the first business day of each month

Invoices are due within 15 days of issuance. Late payments may incur a 1.5% monthly interest charge and may result in suspension of services. All fees are non-refundable except as explicitly stated in an SOW.

6. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information disclosed during the engagement. "Confidential Information" includes business strategies, technical data, security architectures, financial information, and any information marked as confidential. This obligation survives termination of the engagement for a period of three (3) years. Confidential Information does not include information that is publicly available, independently developed, or lawfully obtained from third parties.

7. Intellectual Property

Deliverables created specifically for you under an engagement (e.g., custom reports, roadmaps, assessments) become your property upon full payment. However, we retain ownership of our pre-existing methodologies, frameworks, templates, and tools. You receive a non-exclusive, non-transferable license to use such materials solely for your internal business purposes.

8. Limitation of Liability

To the maximum extent permitted by law:

• Our services are provided on an "as is" and "as available" basis without warranties of any kind, express or implied
• We do not guarantee specific outcomes, security postures, or compliance certifications
• Our total liability for any claim arising from an engagement shall not exceed the fees paid for that specific engagement
• We are not liable for indirect, incidental, consequential, or punitive damages, including lost profits, data loss, or business interruption

You acknowledge that cybersecurity and AI risk management involve inherent uncertainties and that our recommendations are advisory in nature. Implementation decisions and outcomes remain your responsibility.

9. Indemnification

You agree to indemnify and hold harmless Nehemiah Harvard from any claims, damages, losses, or expenses (including legal fees) arising from: (a) your use of our services, (b) your breach of these Terms, (c) your implementation of our recommendations, or (d) your violation of any law or third-party rights.

10. Termination

Either party may terminate an engagement under the following conditions:

• For Convenience: With 30 days' written notice for retainer engagements
• For Cause: Immediately upon material breach of these Terms or an SOW
• Non-Payment: We may suspend services if payment is more than 15 days overdue

Upon termination, you remain obligated to pay for services rendered through the termination date. Confidentiality and intellectual property provisions survive termination.

11. Independent Contractor

Our relationship is that of independent contractor and client. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship. We retain sole control over how services are performed and may engage subcontractors as needed.

12. Dispute Resolution

Any disputes arising from these Terms or an engagement shall first be addressed through good-faith negotiation. If unresolved within 30 days, disputes shall be resolved through binding arbitration under the rules of the American Arbitration Association. The arbitration shall be conducted remotely or in a mutually agreed location. Each party bears its own costs, and the prevailing party may recover reasonable attorney's fees.

13. Governing Law

These Terms are governed by and construed in accordance with the laws of the United States and the state in which services are primarily performed, without regard to conflict of law principles.

14. Modifications

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or posted on this website with an updated "Last Updated" date. Your continued use of our services after such changes constitutes acceptance of the modified Terms. Active engagements remain governed by the Terms in effect at engagement initiation unless otherwise agreed.

15. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

16. Entire Agreement

These Terms, together with any applicable SOW or engagement letter, constitute the entire agreement between you and Nehemiah Harvard regarding the services and supersede all prior agreements, representations, and understandings.

17. Contact Information

For questions regarding these Terms or to initiate an engagement, please contact: