Legal

Terms of Service

Effective date: September 25, 2025
Company: Ali Healthcare Consulting (“AHC,” “we,” “us,” or “our”)
Contact: info@alihealthcareconsulting.com

1) Acceptance of These Terms

By accessing our website, purchasing or using our services, or signing an order form, statement of work (“SOW”), or master services agreement (“MSA”) with us (collectively, the “Services”), you agree to these Terms of Service (“Terms”). If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.

If a signed MSA/SOW between you and AHC conflicts with these Terms, the signed MSA/SOW controls for the conflicting subject matter.

2) Services; No Professional Advice

AHC provides healthcare compliance and operations consulting. We are not a medical, legal, accounting, or investment advisor. Information provided through the Services is for general educational purposes and operational guidance only and should not be relied upon as a substitute for professional advice. You remain responsible for your clinical, legal, and business decisions.

3) Business Associate Activities; PHI

AHC does not require access to Protected Health Information (“PHI”) to provide most Services. Do not share PHI with us unless (a) we have both executed a HIPAA Business Associate Agreement (“BAA”) and (b) the applicable SOW requires PHI access. If a BAA is executed, the BAA governs AHC’s creation, receipt, maintenance, use, and disclosure of PHI.

4) Client Responsibilities

You will: (a) provide timely, accurate information and access necessary for the Services; (b) review and validate deliverables; (c) comply with laws applicable to your business (including HIPAA/HITECH and state privacy/security laws); and (d) maintain appropriate internal policies, controls, and staffing.

5) Fees, Invoicing, and Taxes

Fees and payment schedules appear in the applicable SOW, order, or invoice. Unless otherwise stated:

  • Expenses pre-approved by you are billable at cost;

  • Fees are exclusive of taxes; you are responsible for applicable taxes other than AHC’s income taxes;

  • Retainers/security deposits (if any) are applied to final invoices and are otherwise non-refundable unless prohibited by law.

6) Term; Termination

Each SOW begins on its effective date and ends per its terms. Either party may terminate an SOW or these Terms for material breach not cured within 30 days after written notice. You will pay for Services performed and non-cancelable commitments incurred through the termination effective date. Provisions that by their nature should survive (e.g., confidentiality, IP, payment, limitations) will survive.

7) Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is marked, identified, or reasonably understood to be confidential, including PHI (if governed by a BAA). Each party will use the other’s Confidential Information only to perform or receive the Services, and will protect it with at least the care it uses for its own confidential information (not less than reasonable care). Exclusions apply for information that is public, already known without duty, independently developed, or rightfully received from a third party. Disclosure is permitted when required by law with prompt notice (where lawful).

8) Intellectual Property

Unless an SOW provides otherwise:

  • AHC retains ownership of its pre-existing materials, methods, templates, software, and know-how (“AHC Materials”).

  • Upon full payment, AHC grants you a non-exclusive, worldwide, perpetual license to use deliverables we expressly provide to you for your internal business purposes.

  • You grant AHC a limited license to use your trademarks/content only to perform the Services and to showcase non-confidential portfolio work with your written consent.

  • Feedback you provide may be used by AHC to improve its Services without obligation.

9) Acceptable Use (Site & Tools)

You will not: (a) misuse our site or tools; (b) reverse engineer or bypass security; (c) upload malware; (d) infringe third-party rights; or (e) violate law. We may suspend access for suspected violations.

10) Third-Party Services

The Services may integrate third-party platforms (e.g., hosting, analytics, project management). Your use of those services is subject to their terms. AHC is not responsible for third-party services we do not control.

11) Warranties and Disclaimers

AHC warrants it will perform Services in a professional and workmanlike manner, consistent with industry standards. EXCEPT AS EXPRESSLY STATED, THE SERVICES AND SITE ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AHC does not warrant that the Services or deliverables will meet your requirements or be error-free.

12) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, LOST PROFITS, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY; and (b) EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES IS LIMITED TO THE AMOUNTS PAID OR PAYABLE BY YOU TO AHC FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE EVENT. These limits do not apply to (i) your payment obligations; (ii) a party’s infringement of the other’s IP; or (iii) breach of confidentiality or, where applicable, the parties’ respective HIPAA obligations.

13) Indemnification

You will indemnify, defend, and hold harmless AHC and its personnel from third-party claims, damages, and costs arising from (a) your data, instructions, or misuse of the Services; (b) your violation of law; or (c) your products or services.

14) Export; Anti-Corruption

You will comply with U.S. export controls, sanctions, and anti-corruption laws (including the FCPA).

15) Governing Law; Dispute Resolution

These Terms are governed by the laws of the Commonwealth of Puerto Rico, without regard to conflict-of-laws principles. The parties will attempt in good faith to resolve disputes through executive-level discussions. If unresolved within 30 days, either party may bring suit in the state courts of the Commonwealth of Puerto Rico sitting in San Juan or in the U.S. District Court for the District of Puerto Rico (San Juan). Each party consents to personal jurisdiction and venue in those courts. Either party may seek injunctive relief for actual or threatened misuse of Intellectual Property or Confidential Information.

16) Changes to Terms

We may update these Terms by posting a revised version with a new effective date. Material changes will be highlighted for at least 30 days. Your continued use of the Services after changes become effective constitutes acceptance.

17) Miscellaneous

Neither party is liable for delays caused by events beyond reasonable control (force majeure). You may not assign these Terms without our consent, except to a successor in interest to substantially all of your business/assets. Notices must be in writing to the contacts above (or as updated). If any provision is unenforceable, the remainder stays in effect. No waiver is effective unless in writing. Section headers are for convenience only.