The Rules of Working with Hoitsu

By using our website, requesting information, purchasing a SaaS subscription or digital product, or entering into a consulting engagement with Hoitsu, you confirm that (a) you are at least 18 years old (or 16 if you reside in the EEA/UK and applicable law permits) and (b) you have authority to bind yourself or the organization you represent to these terms.

We offer (a) SaaS products made available through our websites and applications, (b) software development, architecture, and technology consulting services as described in proposals, statements of work, or other written agreements, and (c) digital products such as courses, tutorials, and training materials delivered online.

For consulting engagements, deliverables, schedules, and scope are established in writing and may be updated by mutual agreement. SaaS and digital product offerings are governed by the descriptions, plans, and any product-specific terms presented at the point of purchase or sign-up.

A consulting engagement begins once both parties sign an agreement or approve a written proposal that outlines scope, timeline, and commercial terms.

We may provide discovery workshops or initial assessments to validate scope before finalizing a full engagement.

You agree to provide timely access to stakeholders, documentation, systems, and decisions needed to deliver the engagement.

Delays in providing information or approvals may impact the timeline and budget. We will notify you promptly if we anticipate delays or risks.

Consulting fees are set out in the applicable proposal or statement of work. Unless otherwise stated, invoices are due within 15 days of receipt.

Late payments on consulting invoices may incur interest at the lower of 1.5% per month or the maximum allowed by applicable law. We may pause work for accounts that become more than 15 days past due. This late-fee provision applies only to business-to-business engagements.

Fees for SaaS subscriptions and digital products are charged according to the plan or price shown at checkout. All fees are stated exclusive of applicable taxes, which you are responsible for paying.

SaaS products are licensed on a subscription basis. By subscribing, you authorize us, through our payment processor Stripe, to charge your payment method on a recurring basis (monthly or annual) at the rate shown at checkout until you cancel.

Subscriptions renew automatically at the end of each billing period at the then-current price. We will send a reminder email before each annual renewal and before any price increase, and a cancel link is available from your account settings at any time. Cancellation takes effect at the end of the current billing period; you retain access until then.

If we increase the recurring price of your subscription, we will give you at least 30 days advance notice. You may cancel at any time before the new price takes effect; if you do not cancel, the new price applies on the next renewal.

Except where required by applicable consumer-protection law, subscription fees already paid are non-refundable, including for partial periods, unused features, or downgrades. If we materially reduce features or service quality during a paid period, you may cancel and receive a pro-rata refund of the unused portion.

Digital products such as courses, tutorials, and training materials are licensed, not sold. Upon purchase you receive a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the content for your personal or internal business use.

You may not redistribute, resell, share access credentials, publicly broadcast, mirror, or create derivative works from the content without our written permission.

If you reside in the EU/EEA, UK, or another jurisdiction that grants a statutory right of withdrawal for digital content, by purchasing and pressing "Get instant access" (or equivalent) at checkout you give your express prior consent for performance to begin immediately and you acknowledge that you lose your right of withdrawal once access has been granted, as permitted by Article 16(m) of Directive 2011/83/EU and equivalent provisions.

Except as described above and except where required by applicable consumer-protection law, all sales of digital products are final once access has been granted.

We may update, modify, or discontinue digital products. If we discontinue a product you have purchased, we will, where reasonably possible, provide continued access for a reasonable transition period of at least 90 days or offer a comparable replacement.

Online payments are processed by Stripe, Inc. By providing payment information, you accept Stripe's terms of service and privacy policy and authorize us, through Stripe, to charge your selected payment method for the amounts due.

We do not store full payment card numbers on our servers. Stripe handles card data under its own PCI-DSS compliant infrastructure.

You are responsible for any sales tax, VAT, GST, IVA, or similar taxes applicable to your purchase, except for taxes assessed on our net income.

If a payment is declined, reversed, or disputed through a chargeback, we may suspend access to the affected SaaS or digital product until the balance is resolved. If the chargeback is later withdrawn or resolved in your favour, we will restore access promptly.

When using our SaaS products, websites, or digital products, you agree not to: (a) attempt to gain unauthorized access to our systems or other users' accounts, (b) reverse engineer, scrape, or circumvent technical protections, (c) use the products to send spam, distribute malware, infringe intellectual property, or violate the rights of others, or (d) use them in any way that violates applicable law.

If we reasonably believe an account is engaged in prohibited use, we will notify the account holder and provide a reasonable opportunity to cure where the violation is non-severe. Where the violation poses an immediate security, legal, or operational risk, we may suspend access immediately and notify the account holder afterwards.

Unless otherwise specified in writing, you receive ownership of bespoke consulting deliverables created for you once all fees are paid in full.

We retain ownership of our pre-existing materials, methodologies, accelerators, SaaS products, digital course content, and non-exclusive skills developed while providing the services. You receive only the licenses expressly granted in these terms or in a written agreement.

Any feedback, suggestions, or ideas you provide regarding our products or services may be used by us without restriction or obligation; this does not affect your ownership of your own data.

Both parties agree to protect confidential information disclosed during the engagement and to use it solely for fulfilling the agreement.

The confidentiality obligations do not apply to information that becomes public through no fault of the receiving party, was already known without restriction, or is independently developed.

We warrant that we will perform consulting services in a professional and workmanlike manner using qualified personnel.

Except for the express warranties stated here, our SaaS products, websites, and digital products are provided "AS IS" and "AS AVAILABLE". To the maximum extent permitted by law, we disclaim all other warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted or error-free operation, accuracy of data, and that defects will be corrected. We do not warrant that the products will meet your requirements or be available at any specific time.

You agree to defend, indemnify, and hold harmless Hoitsu LLC, its officers, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to: (a) your breach of these terms, (b) your misuse of the products or services, (c) content or data you submit or upload, (d) your violation of applicable law, or (e) your infringement of any third-party right.

This obligation does not apply to claims caused by our own gross negligence or wilful misconduct, or to liability that cannot be excluded under applicable law.

To the maximum extent permitted by law, neither party will be liable for indirect, consequential, special, incidental, exemplary, or punitive damages, including lost profits, lost revenue, lost data, or business interruption, regardless of the theory of liability and even if advised of the possibility of such damages.

Our aggregate liability under or related to these terms — regardless of theory (contract, tort, statute, strict liability, or otherwise) — is limited to the greater of (i) the fees you paid to us for the products or services giving rise to the claim in the twelve months preceding the event, or (ii) one hundred United States dollars (US$100). For one-off purchases of digital products, our aggregate liability will not exceed five times the price of the specific digital product giving rise to the claim.

These limitations apply in the aggregate, survive termination of these terms, and apply even if a limited remedy fails of its essential purpose.

Nothing in these terms excludes, limits, or restricts any right, warranty, or remedy that cannot be excluded, limited, or restricted under applicable consumer-protection law. If you are a consumer in the European Economic Area, the United Kingdom, Switzerland, or another jurisdiction that grants mandatory consumer protections (including Mexico's PROFECO, Colombia's SIC, Chile's SERNAC, Argentina's Defensa del Consumidor, Brazil's CDC, and equivalent regimes), you retain all such rights notwithstanding any contrary provision in these terms.

EU/UK/EEA consumers may bring legal proceedings in the courts of their country of habitual residence and may invoke the mandatory consumer-protection rules of that country.

Nothing in these terms limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited by law.

Neither party is liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, governmental action, labour disputes, telecommunications or internet failures, attacks on our or our subprocessors' systems (including DDoS), or failures of upstream infrastructure providers (hosting, CDN, payment processors). The affected party will notify the other promptly and resume performance as soon as reasonably possible.

Either party may terminate a consulting engagement for convenience with 14 days written notice, subject to payment for work performed and committed expenses.

Either party may terminate immediately if the other party materially breaches these terms and fails to cure the breach within 10 days of written notice (or sooner where the breach cannot reasonably be cured).

If your SaaS subscription is cancelled or terminated, you may export your data for at least 30 days following the effective date of termination. After that period, we may delete your data, subject to retention required by law. We will not delete data during an active billing dispute.

Sections that by their nature should survive termination (Intellectual Property, Confidentiality, Indemnification, Limitation of Liability, Consumer Rights, Governing Law, and these General provisions) will survive.

Legal notices to Hoitsu must be sent to [email protected]. Notices sent to other channels (including the website contact form) are received only for general inquiries, not as formal legal notice.

We may send legal notices to you at the email address associated with your account or, if no account exists, the email you provided in your most recent communication with us. Notices are deemed received one business day after the date sent.

You may not assign or transfer these terms or any rights under them without our prior written consent. We may assign these terms to an affiliate or to a successor in connection with a merger, acquisition, reorganization, financing, or sale of substantially all of our assets, without your consent. Any unauthorized assignment is void.

These terms are governed by the laws of the State of New Mexico, USA, without regard to its conflict of law principles. The parties agree to the exclusive jurisdiction of the state and federal courts located in New Mexico for disputes arising out of these terms, subject to any mandatory consumer-protection law granting you the right to bring a claim in your home jurisdiction.

These terms are published in English and Spanish for the convenience of our customers. The English version is the controlling version in case of any discrepancy or conflict between the two.

We may update these terms to reflect changes in our services or legal requirements. We will post the revised version with an updated date. For material changes — including changes to pricing, the limitation of liability, the dispute-resolution mechanism, your privacy rights, or the scope of services — we will give at least 30 days advance notice by a prominent notice on our site and, where you have an account, by email. If you do not agree to a material change, you may cancel before it takes effect; continued use after the effective date constitutes acceptance.

These terms, together with any applicable proposal, statement of work, or product-specific terms presented at purchase, constitute the entire agreement between you and Hoitsu regarding the subject matter and supersede any prior agreements or understandings. If any provision is held unenforceable, the remaining provisions will remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. Our failure to enforce any right is not a waiver. There are no third-party beneficiaries of these terms. Headings are for convenience only and do not affect interpretation.

You represent that you are not located in a country subject to a US government embargo and that you are not on any US government list of restricted parties; you agree not to use our products or services in violation of any export-control or sanctions law.