The agreement.

01Who these terms cover

These terms are an agreement between EmmeKaye Consulting LLC, a California limited liability company ("EmmeKaye", "I", "me"), and the person or company purchasing services ("you", "Client").

You accept these terms when you purchase an engagement, book a kickoff call, or confirm acceptance in writing, whichever happens first. If you are accepting on behalf of a company, you confirm you have authority to bind it.

A signed statement of work, if we have one, controls over anything here that conflicts with it.

02The engagements

Three kinds of work are offered under these terms. Which one applies is set by what you purchased, or by the written engagement confirmation if we have one.

2.1 The Business Systems Blueprint

A fixed scope review of your software subscriptions and business tools, focused on what to run next. The deliverable is a written roadmap package containing a map of every tool by department with its cost, owner, and renewal date, the gaps where work is still manual or held in spreadsheets, which tools to keep, replace, or retire with a vendor shortlist for each replacement, where AI tools would help how the business runs today, and a twelve month roadmap timed to renewal dates.

Anything outside that list is out of scope. Cloud infrastructure, implementation, vendor negotiation on your behalf, and tooling deployment are not included.

2.2 The Tech Spend Diagnostic

A fixed scope review of your cloud, AI, and SaaS spend. It includes everything in the Business Systems Blueprint deliverable described in section 2.1. In addition, the deliverable is a written findings package containing your tech spend as a percentage of revenue trended across four quarters, a ranked list of recoverable spend with amounts and current owners, the contracts and commitments to renegotiate first with their renewal dates, and a summary written for a finance audience.

Anything outside that list is out of scope. Implementation, vendor negotiation on your behalf, and tooling deployment are not included.

This is a commercial and operational review. It is not a security assessment, a penetration test, a compliance audit, a financial audit, or a valuation.

2.3 Ongoing FinOps Leadership

Ongoing FinOps Leadership is a recurring advisory engagement, referred to in these terms as a fractional engagement, in which I take ongoing ownership of your technology spend as a managed line item. It is sold by the month rather than by the deliverable, and the specific scope is confirmed in writing before the first month begins. It builds on the Tech Spend Diagnostic. The deliverables in sections 2.1 and 2.2 are produced at the start of the engagement if you have not already completed a Diagnostic, and are kept current each month after that. Each engagement confirmation also sets milestones at 30, 60, and 90 days, agreed in writing before the first month begins.

Scope is drawn from the following, and the engagement confirmation says which of it applies to you.

• A standing review cadence across cloud, AI, and SaaS spend.
• Monthly reporting on spend against revenue and against plan.
• Commitment and contract management, including the renewal calendar and preparation for renegotiation.
• Governance design, meaning tagging standards, showback or chargeback models, and the approval path for new spend.
• Working sessions with your engineering and finance teams.
• Vendor negotiation support, where you authorize it in writing.
• Usage forecasts for new tools before they reach production.
• Quarterly reviews with your major vendors.
• Playbooks that keep waste from returning.
• Incident management design, including ownership, escalation paths, and root cause reviews that account for infrastructure and downtime cost.

Capacity

Each fractional engagement states a capacity, expressed as days per month. That capacity is reserved for you whether or not you use it, and unused capacity does not carry into the following month. If you need more in a given month, we agree it in writing before the work happens.

What a fractional engagement does not include

Anything not named in the engagement confirmation. That includes implementation and engineering work, backfilling a vacant role, building or operating tooling, and committing your company to anything.

03Schedule and the access dependency

This section applies to the Business Systems Blueprint and the Tech Spend Diagnostic. Fractional engagements run to the cadence set in the engagement confirmation, and the same access dependency applies to any analysis within them.

Findings are delivered within ten business days of the later of the kickoff call or the date read-only access to the required systems is granted.

That dependency is not fine print. The analysis cannot start without your data, and the most common cause of a late delivery is access sitting in someone else's queue. If access has not landed within ten business days of the kickoff call, either of us may cancel and the full fee is refunded.

If you need the delivery date moved, say so and I will move it rather than compress the analysis.

04What you provide

• Read-only access to cloud billing for each provider in scope.
• Current agreements for tools above the threshold we agree at kickoff, including order forms and any committed use agreements.
• Invoices from AI platform providers for the trailing four months.
• Revenue figures sufficient to calculate spend as a percentage of revenue. A single number per quarter is enough.
• One named person who can answer questions and chase access.

For the Business Systems Blueprint, and for the Blueprint deliverables within the Tech Spend Diagnostic, the access needed is an export of software and subscription charges for the trailing twelve months, admin read-only access to your workspace suite, and any software contracts or order forms on file.

You confirm you have the right to give me this access and that doing so does not breach your agreements with anyone else. Findings are built from what you provide, so if the data is incomplete or wrong, the findings inherit that.

05Fees, payment, and refunds

Fees are stated at the point of purchase and are payable in United States dollars in advance of the kickoff call, unless we have agreed otherwise in writing.

Payments are processed by Stripe. Bank debit payments can take several business days to confirm, and I may wait for confirmation before beginning work on a first engagement.

Refunds, cancellation, rescheduling, and the findings commitment are governed by the refund and cancellation policy, which forms part of these terms.

Fractional engagements

Fractional FinOps support is invoiced monthly in advance. The first month is payable before work begins, and later months are invoiced on the same day of each month. Invoices are due within 15 days. I may pause work on any invoice more than 15 days overdue, after telling you first.

If you purchased a diagnostic and elected to credit the fee against a fractional engagement under the findings commitment, that credit is applied to your first monthly invoice.

Monthly fees are fixed for the initial term. Any change after that takes effect no sooner than 30 days after written notice to you, and you can end the engagement under section 12 rather than accept it.

The findings commitment in the refund policy applies to the Tech Spend Diagnostic only. Fractional engagements are not sold against a findings threshold, because the work is ongoing management rather than a one time analysis.

06Confidentiality

Each of us will treat the other's non-public information as confidential, use it only for the engagement, and protect it with at least reasonable care. This runs in both directions. Your billing data, contracts, and architecture are confidential. So are my methods, templates, and pricing where not publicly posted.

This does not cover information that is already public, that you or I already had without obligation, or that is independently developed. If either of us is legally compelled to disclose, we will give the other notice where the law allows it.

These obligations continue for three years after the engagement ends, and indefinitely for anything that qualifies as a trade secret.

07Data access and handling

• Access is read only. I do not modify, delete, or reconfigure anything in your systems.
• I access billing, usage, and contract data. I do not seek access to your customer data, personal data about your users, source code, or production systems, and I will tell you if a billing console exposes any of it incidentally.
• Your data is stored only where the engagement requires, is not shared with any third party without your written consent, and is not used to train any machine learning model.
• Your data is deleted within 30 days of delivery unless you ask in writing that I retain it for a follow on engagement.
• Credentials are never shared, reused, or stored in plain text. If you revoke access at any time, I will stop work and tell you where things stand.

Security practices

Multi-factor authentication is enabled on the accounts used to reach your systems and on the email account where engagement correspondence lives. Credentials are held in a password manager rather than in notes, spreadsheets, or browser autofill.

Use of AI tools

I use AI tools in this work, for analysis support, pattern finding across large billing exports, and drafting. Saying that plainly is better for both of us than leaving you to assume either way. These commitments come with it.

• Every deliverable is reviewed by me before it reaches you. I am accountable for the analysis and the recommendations regardless of which tool helped produce them.
• Figures in your findings come from your billing and contract data, never from a model's estimate. Anything I cannot trace to a source in your own data is labelled as an assumption or left out.
• Your data goes only to tools configured so that inputs are not retained for model training, consistent with the commitments above.
• Credentials, access keys, and personal data about your employees or customers are never submitted to an AI tool.
• No AI tool is given write access to your systems, and no agent acts on your infrastructure on my behalf. Access stays read only and stays with me.
• If your own policy restricts vendor use of AI tools, tell me and I will work within it. That can extend timelines, and I will say so before we agree a date rather than after.

If I become aware of any unauthorized access to your data in my possession, I will tell you without undue delay and no later than 72 hours after becoming aware.

08Who owns what

You own the deliverables provided to you, including the findings package, the roadmap package, and any monthly reporting, once paid in full. Use it internally however you like, including sharing it with your board, your investors, and your advisors.

I keep ownership of my methods, frameworks, templates, analytical models, and anything I developed before or outside this engagement. Nothing in the deliverable transfers those.

I may use anonymized, aggregated observations from engagements to improve benchmarks and write about the field. Nothing published will name you, identify you, or include your figures.

Naming you as a client publicly, or using your logo, requires your written permission.

09What is and is not warranted

I warrant that the services will be performed professionally, by someone qualified to perform them, consistent with the standards of the field.

I do not warrant any particular financial outcome. Findings are identified opportunities based on your data at a point in time. Whether they turn into realized savings depends on your decisions, your vendors, your engineering capacity, and conditions none of us controls.

Nothing in the deliverable is accounting, legal, tax, or investment advice. Decisions with accounting, tax, or legal consequences should go to a professional licensed to give that advice.

Beyond the warranty above and the findings commitment, services are provided as is, and any implied warranties are disclaimed to the extent the law allows.

10Limitation of liability

Neither of us is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, or lost business opportunity, even if told such damages were possible.

My total liability arising out of or relating to an engagement will not exceed the fees you actually paid for that engagement.

These limits do not apply to fraud, willful misconduct, gross negligence, breach of confidentiality, or anything the law does not permit to be limited.

11Independent contractor

I am an independent contractor. These terms do not create an employment relationship, a partnership, a joint venture, or an agency. I am not your fiduciary, I do not have authority to bind you to anything, and I will not negotiate with or make commitments to your vendors unless you ask me to in writing.

I may work for other clients, including others in your industry, subject to the confidentiality obligations above. Fractional engagements are not exclusive in either direction, and the capacity in your engagement confirmation is what I owe you.

The work is performed by me personally. If an engagement ever needs someone else on it, I will tell you who and get your agreement first.

If you want to hire me

If you offer me an employee role and I accept it during a fractional engagement or within six months of one ending, a conversion fee of 20% of the first year base compensation is payable, less whatever you paid in fees over the final three months of the engagement. Raise it early and we will work it out sensibly.

12Term and termination

The Business Systems Blueprint and the Tech Spend Diagnostic

Either of us may terminate in writing at any time. If you terminate, the refund policy decides what comes back to you. If I terminate for any reason other than your material breach, you receive a full refund.

Fractional engagements

A fractional engagement runs for an initial term of three months, then continues month to month until either of us gives 30 days written notice. The notice period exists in both directions. It gives you time to arrange cover and it gives me time to hand the work over properly rather than dropping it.

You may pause an engagement once in any twelve months, for up to 60 days, with 15 days notice. Capacity is not reserved during a pause and fees do not accrue.

Either of us may terminate immediately for a material breach that is not cured within 15 days of written notice.

On the end of a fractional engagement you pay for the month in progress, and I hand over current reporting, working files, renewal calendars, and whatever else someone picking the work up would need. No fees already paid are refunded on a notice termination, because the capacity was reserved.

Both

On termination I will stop work, hand over whatever is complete, and return or delete your data per section 7. Sections 6, 7, 8, 9, 10, and 13 survive termination.

13Governing law and disputes

These terms are governed by the laws of the State of California, without regard to its conflict of laws rules.

If something goes wrong, the first step is a conversation. Email me and we will try in good faith to resolve it within 30 days. If that fails, the state and federal courts located in San Diego County, California have exclusive jurisdiction, and each of us consents to that venue.

14Everything else

If any provision here is found unenforceable, the rest stays in force. A delay in enforcing a right is not a waiver of it. Neither of us may assign these terms without the other's consent, except to a successor of substantially all of the business.

These terms, the refund policy, the privacy policy, and any signed statement of work are the entire agreement between us on this subject, and they replace any prior discussion.

I may update these terms. Changes apply to engagements purchased after the updated date at the top of this page, never retroactively to work already paid for.

15Contact

EmmeKaye Consulting LLC
mk@emmekayeconsulting.com
619.648.3232

Legal notices under these terms are given by email to the address above, and are effective on the next business day after sending.