Terms of Service

Legal agreement between you and HEA Consulting

Last Updated: January 9, 2026

1. Agreement to Terms

By accessing or using the services of HEA Consulting ("we," "our," or "us"), including our website, platform, AI services, consulting services, and related applications (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must not access or use our Services.

These Terms constitute a legally binding agreement between you and HEA Consulting. We reserve the right to modify these Terms at any time. Your continued use of our Services after such modifications constitutes acceptance of the updated Terms.

Important: Please read these Terms carefully before using our Services. If you are using our Services on behalf of a business or organization, you represent that you have the authority to bind such entity to these Terms.

2. Definitions

"Services" means all services, products, software, platforms, and tools provided by HEA Consulting, including but not limited to AI consulting, automation solutions, dashboard development, chatbot implementation, training programs, and related services.
"Client" or "You" means the individual or entity accessing or using our Services.
"Platform" means the HEA Consulting platform accessible at /platform and related applications.
"Content" means all information, data, text, software, graphics, and other materials provided through our Services.
"Deliverables" means work products, reports, software, documentation, and other materials delivered to you as part of our Services.
"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights.

3. Description of Services

HEA Consulting provides AI consulting and technology services, including:

3.1 Consulting Services

AI strategy and implementation consulting
Business process automation consulting
Technology assessment and recommendations
Custom AI solution development

3.2 Development Services

Custom dashboard development and deployment
Chatbot and AI assistant implementation
CRM and business system development
Automation workflow creation

3.3 Training Services

AI training workshops and masterclasses
Prompt engineering and optimization training
Team skill assessments and certification programs

Service Scope: The specific scope, deliverables, timeline, and pricing for each service engagement will be detailed in a separate written agreement, proposal, or statement of work ("SOW"). These Terms apply to all Services unless modified by a written SOW.

4. Client Obligations and Responsibilities

As a Client, you agree to:

4.1 Accurate Information

Provide accurate, complete, and timely information necessary for us to perform the Services. You are responsible for ensuring the accuracy of all data and information you provide.

4.2 Cooperation and Access

Provide necessary cooperation, access to systems, personnel, and resources required for Service delivery. Delays caused by your failure to provide timely access may result in project timeline adjustments and additional fees.

4.3 Compliance

Comply with all applicable laws, regulations, and third-party agreements in your use of our Services. You are solely responsible for ensuring your use of our Services complies with your industry regulations and internal policies.

4.4 Payment Obligations

Pay all fees and charges in accordance with the payment terms specified in your SOW or invoice. Failure to pay may result in service suspension or termination.

4.5 Account Security

Maintain the confidentiality of your account credentials and notify us immediately of any unauthorized access. You are responsible for all activities that occur under your account.

5. Payment Terms and Fees

5.1 Fees

All fees for Services are specified in your SOW, proposal, or invoice. Fees may be charged on a:

Project-based or fixed-fee basis
Hourly or time-and-materials basis
Monthly or recurring subscription basis
Performance-based or milestone basis

5.2 Payment Terms

Payment is due as specified in your SOW or invoice, typically net 15 or net 30 days from invoice date
For ongoing services, payment is typically required in advance or on a monthly basis
All fees are non-refundable except as expressly stated in your SOW or required by law
We reserve the right to require a deposit or advance payment before commencing Services

5.3 Late Payments

Late payments may incur interest charges of 1.5% per month (18% annually) or the maximum rate permitted by law
We reserve the right to suspend or terminate Services for non-payment
You are responsible for all costs of collection, including reasonable attorney fees
Failure to pay may result in loss of access to Deliverables and platform services

5.4 Taxes

All fees are exclusive of applicable taxes. You are responsible for paying all taxes, duties, and government charges associated with the Services, except for taxes based on our income.

5.5 Price Changes

We reserve the right to modify our pricing at any time. Changes to recurring services will be communicated with at least 30 days' notice. Existing project-based agreements will be honored at the agreed-upon price.

6. Intellectual Property Rights

6.1 Our Intellectual Property

All intellectual property rights in our Services, including but not limited to:

Our methodologies, processes, and frameworks
Our software, platforms, and tools
Our training materials, templates, and documentation
Our brand names, trademarks, and logos
Pre-existing materials and tools we use to deliver Services

Remain the exclusive property of HEA Consulting. You receive no ownership rights in our intellectual property.

6.2 Deliverables and Work Product

Subject to payment of all fees, you will receive a limited, non-exclusive, non-transferable license to use the Deliverables for your internal business purposes. Ownership of Deliverables is determined as follows:

Custom Deliverables: Custom-developed solutions specified in your SOW may be transferred to you upon full payment, subject to our retention of underlying methodologies and reusable components
Template-Based Solutions: Solutions based on our templates or frameworks remain our property, and you receive a license to use them
Source Code: Unless expressly agreed in writing, source code remains our property
Documentation: Documentation is provided for your use but remains protected by our intellectual property rights

6.3 Your Content

You retain ownership of your data, content, and materials ("Client Content"). By using our Services, you grant us:

A limited license to use, process, and store your Client Content solely to provide and improve our Services
The right to use aggregated, anonymized data for analytics and service improvement
Permission to use your company name and logo for marketing purposes (unless you opt out in writing)

6.4 Feedback

Any feedback, suggestions, or ideas you provide regarding our Services may be used by us without restriction or compensation to you.

7. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information shared during the course of our engagement:

Confidential Information: Includes business plans, financial information, technical data, customer lists, and any information marked or identified as confidential
Obligations: Each party will use reasonable efforts to protect confidential information and will not disclose it to third parties without written consent
Exceptions: Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law
Duration: Confidentiality obligations survive termination of these Terms and continue for a period of 3 years

8. Limitation of Liability and Disclaimers

8.1 No Warranties

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

Warranties of merchantability or fitness for a particular purpose
Warranties regarding uninterrupted or error-free service
Warranties regarding accuracy, completeness, or reliability of information
Warranties that Services will meet your specific requirements or expectations

8.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HEA CONSULTING SHALL NOT BE LIABLE FOR:

Any indirect, incidental, special, consequential, or punitive damages
Loss of profits, revenue, data, or business opportunities
Damages resulting from your use or inability to use our Services
Third-party claims arising from your use of our Services

Total Liability Cap: Our total liability for any claims arising from or related to these Terms or our Services shall not exceed the total amount paid by you to us in the 12 months preceding the claim, or $10,000, whichever is less.

8.3 Service Limitations

You acknowledge that:

AI services may produce inaccurate or incomplete results
Automation and technology solutions require ongoing maintenance and updates
Results depend on the quality and accuracy of data you provide
We cannot guarantee specific business outcomes or ROI from our Services
Third-party services and integrations may affect service availability and performance

8.4 Indemnification

You agree to indemnify, defend, and hold harmless HEA Consulting and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorney fees) arising from:

Your use of our Services in violation of these Terms
Your violation of any law or third-party rights
Your Client Content or any materials you provide to us
Your failure to comply with your obligations under these Terms

9. Term and Termination

9.1 Term

These Terms remain in effect while you use our Services or until terminated by either party in accordance with this section.

9.2 Termination by You

You may terminate your use of our Services at any time by:

Providing written notice to us at consulting.hea@gmail.com
For subscription services, termination will be effective at the end of the current billing period
For project-based services, you may terminate subject to payment for all work completed and any cancellation fees specified in your SOW

9.3 Termination by Us

We may terminate or suspend your access to Services immediately, without prior notice, if:

You breach these Terms or your SOW
You fail to pay fees when due
You engage in fraudulent, illegal, or harmful activities
We determine that continued service provision is not commercially viable
Required by law or regulatory authority

9.4 Effect of Termination

Upon termination:

Your right to access and use our Services immediately ceases
All outstanding fees become immediately due and payable
We may delete your account and data after a reasonable retention period (typically 30 days)
Sections of these Terms that by their nature should survive termination will remain in effect

10. Dispute Resolution

10.1 Informal Resolution

Before initiating formal dispute resolution, parties agree to attempt to resolve disputes through good faith negotiation for at least 30 days.

10.2 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Mexico, without regard to its conflict of law provisions.

10.3 Jurisdiction

Any disputes arising from these Terms or our Services shall be resolved exclusively in the courts of Mexico City, Mexico. You consent to the personal jurisdiction of such courts.

10.4 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not as a class, consolidated, or representative action.

11. Force Majeure

We shall not be liable for any failure or delay in performance under these Terms due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor strikes, pandemics, internet outages, or failure of third-party services. In such events, we will use reasonable efforts to mitigate the impact and resume performance as soon as practicable.

12. General Provisions

12.1 Entire Agreement

These Terms, together with any SOW or written agreements, constitute the entire agreement between you and HEA Consulting regarding the Services and supersede all prior agreements and understandings.

12.2 Amendments

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or through our platform with at least 30 days' notice. Your continued use of Services after such notice constitutes acceptance of the modified Terms.

12.3 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of assets.

12.4 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

12.5 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.

12.6 Independent Contractors

The relationship between you and HEA Consulting is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, or employment relationship.

12.7 Notices

All notices under these Terms shall be in writing and delivered via email to consulting.hea@gmail.com or to the contact information you provide. Notices are deemed received when sent.

13. Contact Information

If you have questions about these Terms of Service, please contact us:

HEA Consulting

Email: consulting.hea@gmail.com

Phone (US): +1 (628) 488-2201

Phone (MX): +52 56 3876 7147

Location: Mexico City, Mexico