Terms of Service

The Rules of Working with Hoitsu

Last updated: October 23, 2024

These Terms of Service explain the conditions under which Hoitsu provides consulting services. By requesting a consultation, signing a proposal, or otherwise engaging our team, you agree to these terms.

If we execute a master services agreement or statement of work with you, that document controls where it conflicts with these terms.

Acceptance of Terms

By using our website, requesting information, or entering into an engagement with Hoitsu, you confirm that you have the authority to bind yourself or the organization you represent to these terms.

Services

We provide software modernization, architecture, and related consulting services as described in proposals, statements of work, or other written agreements between the parties.

Deliverables, schedules, and scope are established in writing and may be updated by mutual agreement.

Engagement Process

An 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.

Client Responsibilities

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.

  • Assign a primary point of contact empowered to make decisions.
  • Ensure that necessary accounts, environments, and data are available when needed.
  • Review deliverables promptly and provide consolidated feedback.

Fees and Payment

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 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.

Intellectual Property

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

We retain ownership of our pre-existing materials, methodologies, accelerators, and non-exclusive skills developed while providing the services. You receive a license to use these materials as incorporated in the deliverables.

Confidentiality

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.

Warranties and Disclaimers

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

Except for the express warranties stated here, we disclaim all other warranties, including implied warranties of merchantability or fitness for a particular purpose. Deliverables may depend on third-party platforms or services beyond our control.

Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, consequential, special, or incidental damages, including lost profits or revenue.

Our total liability under these terms is limited to the fees you paid for the services giving rise to the claim in the twelve months preceding the event.

Termination

Either party may terminate an 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.

Governing Law

These terms are governed by the laws of Spain, without regard to conflict of law principles. The parties agree to the exclusive jurisdiction of the courts located in Madrid for disputes arising out of these terms.

Changes to These Terms

We may update these terms to reflect changes in our services or legal requirements. We will post the revised version with an updated date, and continued use of our services after the changes take effect constitutes acceptance.

All notices and legal questions should be sent to hey@hoitsu.com.

Terms of Service | Hoitsu