Terms of Service

Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Heed Technologies ("Company", "we", "us", or "our") concerning your access to and use of our website, services, and applications.

By accessing or using our services, you agree that you have read, understood, and agree to be bound by these Terms. If you do not agree with these Terms, you must not access or use our services.

Our Services

Heed Technologies provides a comprehensive range of IT solutions and services, including but not limited to:

• Custom software development and application design
• Cloud infrastructure and migration services
• Cybersecurity solutions and consulting
• IT consulting and strategy development
• Technical support and maintenance
• Staff augmentation and IT outsourcing
• Digital transformation services

The specific scope, deliverables, timeline, and pricing for our services will be outlined in individual service agreements, statements of work, or contracts executed between you and Heed Technologies.

Eligibility and Account Registration

Eligibility Requirements

To use our services, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction
• Have the legal capacity to enter into binding contracts
• Not be prohibited from using our services under applicable laws
• Represent a legitimate business entity if registering on behalf of an organization

Account Registration

When creating an account with us, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Accept responsibility for all activities under your account
• Immediately notify us of any unauthorized use of your account

Acceptable Use Policy

You agree not to use our services to:

• Violate any applicable laws, regulations, or third-party rights
• Distribute malware, viruses, or other harmful code
• Engage in unauthorized access or security breaches
• Interfere with or disrupt our services or servers
• Collect or harvest user information without consent
• Engage in fraudulent, deceptive, or misleading activities
• Infringe on intellectual property rights
• Transmit spam, chain letters, or unsolicited communications
• Impersonate any person or entity
• Use our services for any illegal or unauthorized purpose

Intellectual Property Rights

Our Intellectual Property

All content, features, and functionality of our services, including but not limited to:

• Software code, algorithms, and applications
• Text, graphics, logos, and images
• Design, layout, and user interface
• Trademarks, service marks, and trade names
• Proprietary methodologies and processes

are owned by Heed Technologies or our licensors and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.

License to Use

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our services for your business purposes.

Client Materials

You retain all ownership rights to content, data, and materials you provide to us. By providing such materials, you grant us a license to use, reproduce, and modify them solely for the purpose of delivering our services to you.

Work Product

Ownership of custom-developed software, applications, and deliverables will be specified in individual service agreements. Unless otherwise stated in writing, custom work product developed specifically for you will be transferred to you upon full payment.

Payment Terms and Fees

Service Fees

Fees for our services will be outlined in individual proposals, quotes, or service agreements. All fees are in the currency specified in the agreement unless otherwise stated.

Payment Obligations

• Payment is due according to the terms specified in your service agreement
• Late payments may incur interest charges of 1.5% per month or the maximum allowed by law
• You are responsible for all taxes, duties, and government-imposed fees
• We reserve the right to suspend services for non-payment
• All payments are non-refundable unless otherwise specified in your service agreement

Pricing Changes

We reserve the right to modify our pricing with 30 days' notice. Price changes will not affect existing contracts or ongoing projects unless mutually agreed upon.

Expenses

Unless otherwise agreed, you are responsible for reimbursing reasonable expenses incurred in delivering services, including travel, accommodation, and third-party software licenses required for your project.

Service Availability and Maintenance

While we strive to provide uninterrupted service, we do not guarantee that our services will be available at all times. We reserve the right to:

• Perform scheduled maintenance with advance notice when possible
• Conduct emergency maintenance without prior notice
• Temporarily suspend services for updates, repairs, or security patches
• Modify or discontinue any aspect of our services

We will make reasonable efforts to provide advance notice of scheduled downtime and minimize service disruptions.

Warranties and Disclaimers

Our Warranties

We warrant that:

• Our services will be performed with reasonable skill and care
• We will comply with applicable laws and industry standards
• Custom-developed software will substantially conform to agreed specifications
• We have the right to provide the services offered

Disclaimer of Warranties

Except as expressly stated above, our services are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, either express or implied, including but not limited to:

• Implied warranties of merchantability
• Fitness for a particular purpose
• Non-infringement
• Uninterrupted or error-free operation
• Accuracy or completeness of content

Limitation of Liability

To the maximum extent permitted by law:

Exclusion of Certain Damages

Heed Technologies shall not be liable for:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, or business opportunities
• Loss of data or business interruption
• Cost of procurement of substitute services
• Damages arising from third-party claims

Cap on Liability

Our total aggregate liability for any claims arising out of or relating 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 GH₵ 10,000 (Ten Thousand Ghana Cedis), whichever is greater.

Exceptions

These limitations do not apply to:

• Our gross negligence or willful misconduct
• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Violations of intellectual property rights
• Any liability that cannot be excluded by law

Indemnification

You agree to indemnify, defend, and hold harmless Heed Technologies, our affiliates, officers, directors, employees, agents, and contractors from any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use or misuse of our services
• Your violation of these Terms
• Your violation of any rights of third parties
• Content or materials you provide to us
• Your breach of any representations or warranties
• Any negligent or wrongful conduct by you or your employees

We reserve the right to assume exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with our defense of such claims.

Confidentiality

Confidential Information

Both parties acknowledge that during the course of our relationship, they may have access to confidential information, including:

• Business strategies, plans, and financial information
• Technical data, designs, and specifications
• Customer lists and business relationships
• Proprietary software and source code
• Trade secrets and know-how

Protection Obligations

Each party agrees to:

• Maintain confidential information in strict confidence
• Use confidential information only for authorized purposes
• Not disclose confidential information to third parties without consent
• Protect confidential information with the same care used for own confidential information
• Return or destroy confidential information upon request

Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no fault of the receiving party
• Was rightfully known prior to disclosure
• Is independently developed without use of confidential information
• Is required to be disclosed by law or court order

Term and Termination

Term

These Terms remain in effect while you use our services or have an active account with us.

Termination by You

You may terminate your account at any time by:

• Providing written notice to us
• Completing any ongoing projects or obligations
• Paying all outstanding fees and charges

Termination by Us

We may suspend or terminate your access immediately if:

• You violate these Terms or our Acceptable Use Policy
• You fail to pay fees when due
• We are required to do so by law
• Your conduct poses a security or legal risk
• You engage in fraudulent or illegal activities

Effect of Termination

Upon termination:

• Your right to access and use our services immediately ceases
• You must pay all outstanding fees and charges
• We may delete your account and data after a reasonable period
• Provisions that by their nature should survive will continue (including confidentiality, intellectual property, and limitation of liability)

Data Protection and Privacy

Your privacy is important to us. Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

By using our services, you consent to our collection and use of information as described in our Privacy Policy.

We comply with:

• Ghana Data Protection Act, 2012 (Act 843)
• General Data Protection Regulation (GDPR) for EU clients
• Other applicable data protection laws and regulations

For more information, please review our complete Privacy Policy.

Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to:

• Acts of God, natural disasters, or severe weather
• War, terrorism, civil unrest, or government actions
• Strikes, labor disputes, or supply chain disruptions
• Power outages, telecommunications failures, or internet disruptions
• Pandemics, epidemics, or public health emergencies
• Cyberattacks or security breaches affecting critical infrastructure

The affected party must promptly notify the other party and make reasonable efforts to mitigate the impact and resume performance.

Dispute Resolution

Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to these Terms, the parties agree to first attempt to resolve the matter through good faith negotiation.

Mediation

If negotiation fails to resolve the dispute within 30 days, the parties agree to submit the dispute to mediation before a mutually agreed mediator in Accra, Ghana.

Arbitration

If mediation is unsuccessful, any unresolved dispute shall be referred to and finally resolved by arbitration under the laws of Ghana. The arbitration shall be conducted in Accra, Ghana, in the English language.

Legal Action

Nothing in this section prevents either party from seeking injunctive or equitable relief in court to protect intellectual property rights or confidential information.

Governing Law and Jurisdiction

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

Subject to the dispute resolution provisions above, you agree to submit to the exclusive jurisdiction of the courts located in Accra, Ghana for the resolution of any disputes.

If you are accessing our services from outside Ghana, you are responsible for compliance with local laws in your jurisdiction.

Assignment and Transfer

You may not assign, transfer, or delegate your rights or obligations under these Terms without our prior written consent.

We may assign or transfer our rights and obligations under these Terms:

• To an affiliate or subsidiary
• In connection with a merger, acquisition, or sale of assets
• To any successor in interest

Any attempted assignment in violation of this section shall be null and void.

Severability and Waiver

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. Our failure to enforce any right or provision shall not constitute a waiver of such right or provision.

Entire Agreement

These Terms, together with our Privacy Policy and any service-specific agreements, constitute the entire agreement between you and Heed Technologies regarding the use of our services and supersede all prior or contemporaneous communications, whether oral or written.

In the event of any conflict between these Terms and a separately executed service agreement, the service agreement shall prevail with respect to the specific services covered.

Amendments and Updates

We reserve the right to modify these Terms at any time. When we make changes, we will:

• Update the "Last Updated" date at the top of this page
• Post the revised Terms on our website
• Notify you via email or prominent notice on our website for material changes
• Provide you with at least 30 days' notice before changes take effect

Your continued use of our services after the effective date of revised Terms constitutes your acceptance of the changes. If you do not agree to the modified Terms, you must discontinue use of our services.

Third-Party Services and Links

Our services may integrate with or contain links to third-party websites, applications, or services that are not owned or controlled by Heed Technologies.

We have no control over and assume no responsibility for:

• The content, privacy policies, or practices of third-party services
• The availability or performance of third-party services
• Any damages or losses caused by third-party services

Your use of third-party services is governed by their respective terms and conditions. We strongly recommend reviewing the terms and privacy policies of any third-party services you use.

Contact Information

If you have any questions, concerns, or disputes regarding these Terms of Service, please contact us: