CUSTOMER CONTRACT – SOFTWARE AS A SERVICE (SAAS) TERMS AND CONDITIONS

IT IS HEREBY AGREED

Interpretation

The definitions and rules of interpretation in this clause apply in this Agreement.

Scope

Subject to the terms and conditions of this Agreement, Helixia shall provide the Services and grant the Customer the Licence in consideration for the Fees.

Services

Helixia shall:

1. set up the AI Agent and Dashboard for use by the Customer in accordance with the Licence; and
2. use commercially reasonable endeavours to make the AI Agent and Dashboard available 24 hours a day, seven (7) days a week, except for planned maintenance (which shall be carried out outside of Normal Business Hours where practicable) and unscheduled emergency maintenance.

Helixia will, as part of the Services implement the Updates as Helixia makes them generally commercially available (and the Customer shall take such steps as Helixia reasonably requires to implement the Updates).

Licence

Subject to the Customer paying the Fees, Helixia grants the Customer a non-exclusive, non-transferable licence, without the right to grant sublicences, to permit:

1. the Customer Users to use the AI Agent, Dashboard, the Documentation, Services Data and the Services within the scope of the Permitted Use; and
2. Clients to interact with the AI Agent via the Customer's WhatsApp business account or web chat interface as part of the Customer's standard support process, during the Term.

The Customer undertakes that each Customer User shall keep a secure password for their use of the AI Agent and Dashboard (as applicable), and that each Customer User shall keep their account login and password confidential.

The Customer shall not, and it shall procure that the Customer Users and Clients shall not:

1. except as may be allowed by applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
   1. attempt to copy, modify, develop, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the AI Agent, Dashboard and/or Documentation (as applicable) in any form or media or by any means; or
   2. attempt to de-compile, reverse compile, disassemble, scan, reverse engineer or otherwise reduce to human-perceivable form all or any part of the AI Agent and/or Dashboard or attempt to discover any source code or underlying ideas or algorithms of the AI Agent and Dashboard;
2. access, view or use the AI Agent, Dashboard and/or Documentation in order to build a product or service which competes with the AI Agent;
3. use the AI Agent, Dashboard and/or Documentation to provide services to third parties or for any unauthorised or unlawful purposes;
4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the AI Agent, Dashboard and/or Documentation available to any third party;
5. attempt to obtain, or assist third parties in obtaining, access to the AI Agent, Dashboard and/or Documentation, other than as permitted under this clause 4;
6. circumvent or otherwise interfere with the authentication or security measures of the AI Agent and Dashboard or remove, obscure or alter any copyright notice, trade marks, logos or trade names or any other notices or identifications that appear on the AI Agent, Dashboard or Documentation; or
7. introduce, or permit the introduction of, any Virus or Vulnerability into Helixia's network and information systems.

The Customer shall not, and shall ensure the Customer Users and Clients shall not, access and/or use the AI Agent, Dashboard, Services or Documentation outside the scope of the licence granted in this clause 4.

The Customer shall comply with the licence terms applicable to any third party or open source software used in the AI Agent and Dashboard where the Customer has been informed of such licence terms by Helixia.

Data protection

For the purposes of this clause, the terms "controller", "processor", "data subject", "personal data", "personal data breach" and "processing" shall have the meaning given to them in the UK GDPR.

Helixia processes personal data related to the Customer Users in accordance with its privacy notice which is available at https://www.helixia.io/privacy.

Helixia processes personal data related to the Customer's use of the Services as the Customer's processor as follows:

• Scope and purpose of the processing: to supply the AI Agent, Dashboard and the Services to the Customer under this Agreement;
• Nature of the processing: the receipt, hosting, using, accessing, transferring, anonymisation and deletion of the personal data;
• Duration of the processing: the Term of this Agreement plus a short period afterwards to allow the personal data to be anonymised or deleted;
• Types of personal data: personal data related to individuals involved in the Customer's use of the AI Agent and Dashboard and Client's interaction with the AI Agent including their names; and
• Categories of data subjects: the individuals involved in the Customer's use of the AI Agent and Dashboard for the Permitted Use and the individuals involved in Client interactions with the AI Agent.

The Customer acknowledges its responsibility to provide all notices and obtain all consents needed for Helixia to process personal data on the Customer's behalf in accordance with Data Protection Laws.

Helixia shall, where Helixia processes personal data on the Customer's behalf:

1. process that personal data only to supply the Services, as permitted by this Agreement, and on the documented instructions of the Customer, unless Helixia is required by applicable laws to otherwise process that personal data;
2. inform the Customer if, in the opinion of Helixia, the instructions of the Customer infringe Data Protection Laws;
3. implement appropriate technical and organisational measures to protect against the unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to, the personal data;
4. ensure that any personnel engaged and authorised by Helixia to process the personal data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
5. assist the Customer where reasonably practicable, and at the Customer's reasonable cost and written request, in responding to any request from a data subject and in ensuring the Customer's compliance with its obligations under Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
6. notify the Customer without undue delay, and within a maximum of 48 hours, on becoming aware of a personal data breach involving the personal data;
7. anonymise or delete the personal data on termination of this Agreement unless Helixia is required by applicable law to continue to process that personal data; and
8. maintain records to demonstrate its compliance with this clause, and allow for reasonable audits by the Customer or the Customer's designated auditor, for this purpose, on reasonable written notice, and the Customer acknowledges that such audit requirements may be satisfied by Helixia providing an independent third party report certifying its compliance with Data Protection Laws.

Helixia's obligations

Whilst Helixia takes appropriate steps for an organisation of its size and resources to minimise the risk of the AI Agent and Dashboard containing Vulnerabilities and Viruses, Helixia cannot guarantee the same, and the Customer acknowledges its responsibility to protect its hardware, software and network (which includes implementing appropriate firewalls and anti-virus software).

Helixia shall follow its archiving procedures for Customer Data and Services Data. In the event of any loss or damage to Customer Data or Services Data, the Customer's exclusive remedy against Helixia shall be for Helixia to use reasonable commercial endeavours to restore the lost or damaged Customer Data or Services Data from the latest back-up maintained by Helixia in accordance with its archiving procedure.

Helixia:

1. does not warrant that:
   1. the Customer's use of the AI Agent or Dashboard will be uninterrupted, timely or error-free;
   2. the Customer's use of the AI Agent will result in revenue, profit, or any other gain (whether financial or otherwise) for the Customer; and
   3. any errors in the AI Agent or Dashboard will be corrected; and
2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the AI Agent and Dashboard may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

Customer's obligations

The Customer shall:

1. provide Helixia with:
   1. all necessary co-operation in relation to this Agreement; and
   2. access to such information as may be reasonably required by Helixia, in order to perform this Agreement; and
2. without affecting its other obligations under this Agreement, comply with all applicable laws, including all applicable laws relevant to its use of the AI Agent (including the EU AI Act) and Dashboard, and not cause Helixia or its licensors to breach such laws;
3. carry out its responsibilities under this Agreement in a timely and efficient manner. In the event of any delays caused by the Customer or its contractors or agents, Helixia may adjust any agreed timetable or delivery schedule as reasonably necessary;
4. ensure that the Customer Users are aware of, and use the AI Agent, Dashboard and the Documentation in accordance with, this Agreement and shall be responsible for any Customer User's breach of this Agreement;
5. ensure that Clients that interact with the AI Agent are expressly informed that they are interacting with an artificial intelligence system;
6. be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the AI Agent and Dashboard.

The Customer acknowledges that Helixia and its licensors may collect metrics, analytics, metadata, statistics or other data related to the Customer's use of the AI Agent and Dashboard:

1. to provide the AI Agent, Dashboard and Services to and for the benefit of the Customer; and
2. to analyse, maintain and improve the AI Agent, Dashboard and Services.

Fees and payment

The Customer shall pay the Fees set out in the Order Form in accordance with this Agreement.

Helixia shall invoice the Customer £500 monthly in advance, with invoices due on the same day of each month as the Effective Date.

The Customer shall pay all invoices within seven (7) days of the invoice date.

All amounts and fees stated or referred to in this Agreement:

1. shall be payable in the currency on Helixia's invoice; and
2. are exclusive of value added tax, which shall be added to Helixia's invoice(s) at the appropriate rate.

Proprietary rights

The Intellectual Property Rights in the AI Agent, Dashboard, Documentation and Services Data are, and shall remain, the property of Helixia (or its licensors) and the Customer acquires no rights in or to the AI Agent, Dashboard or the Documentation other than the rights expressly granted by this Agreement. To the extent the Customer obtains any ownership rights in the AI Agent, Dashboard, Documentation and Services Data in the performance of this Agreement, the Customer hereby assigns (including by way of present assignment of future rights) all such right, title and interest to Helixia.

The Customer shall do, and execute or arrange for the doing and executing of, each necessary act, document and thing that Helixia may consider necessary or desirable to perfect the right, title and interest of Helixia in and to the Intellectual Property Rights in the AI Agent, Dashboard, Documentation and Services Data.

Confidentiality

Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.2.

Each party may disclose the other party's confidential information:

1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out its obligations under this Agreement. Each party shall procure that its employees, officers, representatives and advisers to whom it discloses such confidential information comply with this clause 10; and
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, provided that to the extent permitted by law, the receiving party gives the disclosing party reasonable notice prior to such disclosure.

No party shall use any other party's confidential information for any purpose other than to perform its obligations or exercise its rights under this Agreement.

Limitation of liability

Except as expressly provided in this Agreement:

1. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
2. the AI Agent, Dashboard and the Documentation are provided to the Customer on an "as is", "as available" basis.

Whist Helixia confirms the AI Agent and Dashboard will substantially conform to the Documentation, Helixia shall not be liable for the data outputs generated by the AI Agent or the decisions the Customer makes as a result of using the AI Agent and/or Dashboard (including entering into any contracts with Clients). Without prejudice to the foregoing, the Customer acknowledges that:

1. the Customer assumes sole responsibility for results obtained from the use of the AI Agent and Dashboard by the Customer, and for conclusions drawn from such use;
2. the Customer assumes sole responsibility for any amendments, additions or substitutions to the prompts of the AI Agent it makes (or directs Helixia to make); and
3. the results and Services Data generated by the AI Agent must not be used as the sole basis for making business decisions. The Customer must independently verify all Client information and/or information relating to an order collected and summarised by the AI Agent before entering into any contracts with Clients.

Nothing in this Agreement limits or excludes the liability of Helixia:

1. for death or personal injury caused by its negligence;
2. for fraud or fraudulent misrepresentation; or
3. for any other liability that cannot be lawfully limited or excluded.

Subject to clause 11.3:

1. Helixia shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, indemnity, misrepresentation, restitution or otherwise:
   1. for any loss of profits, loss of business, cost of procurement of substitute products or services, depletion of goodwill and/or similar losses or pure economic loss; or
   2. for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
2. Helixia's total aggregate liability in tort (including negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, arising under or in connection with the performance or contemplated performance of this Agreement, shall be limited to the amount of the Fees paid by the Customer to Helixia under this Agreement during the twelve (12) months preceding the date on which the first claim arose or, if the first claim arose during any period before twelve (12) months had elapsed from the Effective Date, during that shorter period.

Nothing in this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of Helixia's Intellectual Property Rights.

Term and termination

This Agreement shall commence on the Effective Date and shall continue on a monthly basis unless terminated in accordance with its terms.

Either party may terminate this Agreement by giving thirty (30) days' written notice to the other party, with termination taking effect at the end of the then-current Monthly Billing Period.

Either party may terminate this Agreement with effect from the last day of the Initial Term or any Renewal Period by giving to the other at least sixty (60) days' prior written notice.

Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

1. the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment;
2. the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;
3. the other party is insolvent or causes an assignment for the benefit of creditors or if a resolution is passed or an order is made for the winding up of the other party (otherwise than for the purpose of solvent amalgamation or reconstruction) or if the other party becomes subject to an administration order or a receiver or administrative receiver is appointed over or an encumbrancer takes possession of any of the other party's property, or any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events aforementioned; or
4. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

On termination of this Agreement for any reason:

1. All licences granted under this Agreement shall immediately terminate and the Customer shall cease all use of the AI Agent, Dashboard and the Documentation;
2. each party shall return and make no further use of any Confidential Information, property, documentation and other items (and all copies of them) belonging to the other party;
3. Helixia may destroy or otherwise dispose of or anonymise any of the Customer Data and Services Data in its possession;
4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced; and
5. clauses which expressly or impliedly survive termination continue in force including clauses 5, 7.2.2, 8, 9, 10, 11, 12.5, 24 and 25.

The Customer acknowledges that it shall not be entitled to a refund of any amounts paid to Helixia in the event of any termination of this Agreement.

The Customer acknowledges Helixia may suspend access to the AI Agent, Dashboard and the Services where Helixia reasonably believes its business or operation is at risk of harm, where the Customer has breached this Agreement or where Helixia reasonably concludes that continued performance would cause it to breach applicable law.

Force majeure

Helixia shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Helixia or any other party), failure of a utility service or transport or telecommunications network, act of God, Covid-19, pandemic, endemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

Conflict

If there is an inconsistency between any of the provisions in the main body of this Agreement and the Order Form, the Order Form shall prevail.

Variation

No variation of this Agreement shall be effective unless it is in writing, expressed to be a variation and signed by the parties (or their authorised representatives).

Waiver

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

Entire agreement

This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

No partnership or agency

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

Third party rights

This Agreement does not confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.

Counterparts

This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

Notices

Any notice required to be given under this Agreement shall be in writing and shall be delivered by email to the other party's email address as set out in the Order Form, or such other address or email address as may have been notified by that party for such purposes.

A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender) provided a delivery failure notification is not received by the sender.

This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

Governing law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).