These Terms and Conditions govern the use of Helixia Ltd's software and services. By subscribing to our services, you agree to be bound by the following terms.
1. Interpretation
- Agreement: These Terms & Conditions together with the Order Form.
- AI Agent: Conversational AI agent created and configured using Helixia's platform.
- Customer Data: Data inputted by you, your users, or your clients.
- Documentation: User instructions, technical literature, and materials related to the AI Agent.
- Services: Any services provided by Helixia relating to the AI Agent and Dashboard.
- Fees: Subscription and usage fees as set out in the Order Form.
2. Scope
Helixia provides the Services and grants you a licence to use the AI Agents, Dashboard, Documentation, and related Services in return for the agreed Fees.
3. Services
- Helixia will set up the AI Agent and Dashboard.
- Services are available 24/7 (except planned maintenance).
- Updates and upgrades will be implemented as released.
4. Licence
- You are granted a non-exclusive, non-transferable licence to use the Services for internal business purposes.
- You must keep login credentials secure.
- You may not copy, modify, reverse engineer, sublicense, or exploit the AI Agent or Dashboard for commercial use outside the permitted scope.
5. Data Protection
- Helixia processes personal data in accordance with UK GDPR and our Privacy Policy.
- You are responsible for obtaining any necessary consents from your clients and users.
- Helixia may use anonymised data for product improvement.
- Helixia may use sub-processors and transfer data internationally, in compliance with data protection laws.
6. Helixia's Obligations
- Reasonable steps are taken to minimise risks of vulnerabilities/viruses, but Helixia does not guarantee error-free service.
- Helixia backs up Customer Data and will use reasonable efforts to restore lost data.
- Helixia does not guarantee financial or business outcomes from use of the Services.
7. Customer's Obligations
- Provide Helixia with necessary cooperation and information.
- Comply with all applicable laws (including the EU AI Act).
- Ensure your users comply with this Agreement.
- You retain ownership of your Customer Data, but grant Helixia a licence to use it as necessary to provide Services and to use anonymised data perpetually to improve products.
8. Fees and Payment
- Free trial of two (2) weeks applies (no fees payable during trial).
- Subscription fees are invoiced monthly in advance.
- Overage charges (extra conversations/agents) are billed monthly in arrears.
- Invoices must be paid within 30 days.
- Fees are exclusive of applicable taxes.
9. Proprietary Rights
- Intellectual Property Rights in the AI Agent, Dashboard, Documentation, and Services Data belong to Helixia (or its licensors).
- You acquire no rights except those expressly granted.
10. Confidentiality
- Both parties agree not to disclose each other's confidential information except as required by law.
- Confidential information may only be shared with employees, advisers, or regulators on a need-to-know basis.
11. Limitation of Liability
- Services are provided "as is" and "as available".
- Helixia is not responsible for business outcomes or decisions you make using the Services.
- Liability is limited to fees paid in the 12 months prior to the claim.
- Helixia is not liable for indirect, incidental, or consequential losses.
- Nothing excludes liability for death, personal injury, fraud, or other liability that cannot be limited by law.
12. Term and Termination
- Agreement starts on the Effective Date.
- Free trial lasts two weeks.
- Either party may terminate with one (1) month's written notice.
- Immediate termination may occur if:
- Fees are unpaid after 30 days of notice.
- There is a material breach not remedied within 14 days.
- Either party becomes insolvent.
- On termination:
- Licences end.
- Data may be anonymised or deleted.
- No refunds are provided.
13. Force Majeure
Helixia shall not be liable for delays or failures caused by events outside its reasonable control (including strikes, pandemics, utility failures, natural disasters, or government actions).
14. Conflict
If provisions in the Order Form and these Terms conflict, the Order Form prevails.
15. Variation
Changes must be in writing and signed by both parties.
16. Waiver
Failure to enforce any right does not waive that right.
17. Severance
If part of this Agreement is invalid or unenforceable, the rest remains valid.
18. Entire Agreement
This Agreement replaces all previous agreements, promises, or understandings between the parties.
19. Assignment
- You may not assign or transfer rights without Helixia's written consent.
- Helixia may assign this Agreement to affiliates or in connection with a corporate transaction.
20. No Partnership or Agency
This Agreement does not create any partnership, joint venture, or agency relationship.
21. Third Party Rights
No third party has rights under this Agreement.
22. Counterparts
This Agreement may be signed in multiple counterparts, all forming one agreement.
23. Notices
- Notices must be in writing and delivered by email.
- Email notices are deemed received at the time of transmission (unless delivery failure is received).
24. Governing Law
This Agreement is governed by the laws of England and Wales.
25. Jurisdiction
The courts of England and Wales have non-exclusive jurisdiction over disputes arising from this Agreement.