Terms of Sale and Business

These Terms of Sale and Business ("Terms") apply to all services, deliverables, software, licences, subscriptions, hosting, consulting, support, maintenance, third-party products and related work supplied by Helix Consulting ("Helix", "Company", "we", "us" or "our") to the client named in the applicable quote, proposal, statement of work, invoice, order form, email acceptance or purchase order accepted by Helix ("Client", "you" or "your").

These Terms are intended primarily for business-to-business engagements. Where a Client is legally treated as a consumer or where mandatory law gives rights that cannot be excluded or limited, nothing in these Terms excludes or limits those mandatory rights.

A legally binding agreement is formed when the Client signs, electronically accepts, approves by email, pays a deposit, pays an invoice, issues a purchase order accepted by Helix, gives us instructions to begin work, or uses any Service supplied by Helix.

1. Contract Structure and Order of Precedence

1.1. Agreement documents

The complete agreement between Helix and the Client consists of these Terms together with any accepted quote, proposal, statement of work, order form, service schedule, support plan, data processing addendum, invoice, change request and any third-party terms that apply to third-party products or services.

1.2. Order of precedence

If there is a conflict between documents, the following order applies unless a signed document expressly states that it overrides a specific clause of these Terms: (a) a signed statement of work or order form; (b) a signed data processing addendum; (c) a signed change request; (d) the applicable invoice or quote; (e) these Terms; (f) any Client purchase order or procurement terms. Client purchase order terms, supplier portal terms or similar boilerplate terms do not apply unless signed by an authorised representative of Helix.

1.3. Authority to contract

The person accepting the Agreement confirms that they have authority to bind the Client. If they do not have authority, they are personally responsible for any loss Helix suffers as a result.

1.4. Business use

Unless expressly agreed otherwise, the Client is acquiring the Services for business purposes. The Client must notify Helix before acceptance if it is acting as a consumer or primarily for personal, domestic or household purposes.

2. Definitions

3. Scope, Changes and Project Management

3.1. Scope limited to written documents

Helix will provide only the Services and Deliverables expressly stated in the applicable SOW, quote, invoice or accepted written instructions. Anything not expressly included is excluded, including copywriting, legal compliance review, accessibility compliance, data migration, content entry, third-party licence costs, hosting, maintenance, ongoing support, search ranking, advertising spend, integrations, source files and training unless specified.

3.2. Estimates and dependencies

Timelines, budgets, traffic estimates, ranking estimates, advertising forecasts, development estimates and launch dates are good-faith estimates only and are not guaranteed unless expressly stated as fixed commitments in a signed SOW. All timelines depend on timely Client decisions, access, assets, feedback, third-party responses, platform availability and payment.

3.3. Change control

Any change to scope, assumptions, deliverables, deadlines, technology, integrations, user flows, design direction, data migration, content volume or third-party requirements may require a written change request and additional Fees. Helix may pause work until the change request is agreed and any required payment is made.

3.4. Out-of-scope work

If Helix performs out-of-scope work at the Client request or because the Client has not provided required materials, access, decisions or accurate information, Helix may charge at its then-current hourly, daily or emergency rates, even if a fixed price was agreed for the original scope.

3.5. Client delays and project restart

If the Client delays a project by failing to respond, approve, pay or provide required inputs for more than ten (10) business days, Helix may pause the project. Restarting a paused project may require rescheduling, a revised timeline, additional Fees and payment of all overdue amounts. If the delay continues for more than thirty (30) calendar days, Helix may treat the project as abandoned, retain all amounts paid, invoice for work completed and close the project.

4. Client Responsibilities

• Provide complete, accurate and timely information, approvals, access, credentials, content, branding, product data, legal notices, privacy notices, policies and decisions needed for the Services.
• Ensure all Client Content is accurate, lawful, non-infringing, properly licensed, not misleading, suitable for publication and compliant with all applicable laws, industry rules, platform policies and advertising standards.
• Maintain secure credentials, multi-factor authentication, internal backups and appropriate administrative controls for all Client systems and third-party accounts.
• Review all Deliverables, staging sites, test outputs, integrations, campaigns, invoices and reports promptly and notify Helix in writing of any issue within the review period stated in these Terms or the SOW.
• Obtain all internal, regulatory, landlord, brand, payment gateway, data protection, cookie, accessibility, professional, industry and third-party approvals required for the Client business.
• Keep its own independent copies of all Client Content, business data, product data, customer records, website files, emails, domain records and other critical information unless Helix is expressly contracted to provide backup services.
• Use the Services only for lawful purposes and in accordance with these Terms, applicable vendor terms and Helix acceptable use requirements.

Helix is not responsible for delays, defects, losses, compliance issues, missed opportunities or increased costs caused by Client failure to meet these responsibilities.

5. Fees, Deposits, Expenses and Payment

5.1. Quotes and validity

Quotes are valid for the period stated on the quote or, if no period is stated, fourteen (14) days. Helix may withdraw or revise a quote before acceptance. Pricing is based on the assumptions, scope and exchange rates known at the time of quote.

5.2. Deposits and prepayments

Deposits, onboarding fees, setup fees, licence procurement fees, hosting fees, domain fees, subscription fees and third-party product fees are non-refundable to the maximum extent permitted by law. Helix is not required to begin or continue work until required payments have cleared.

5.3. Invoices and due dates

Invoices are due on the date stated on the invoice or, if no date is stated, within seven (7) days of invoice date. Time for payment is of the essence. The Client must pay all Fees without set-off, withholding, counterclaim or deduction except where required by law. If withholding tax or similar deductions apply, the Client must gross-up the payment so Helix receives the full invoiced amount.

5.4. Late payment, suspension and collections

Late amounts may accrue interest at 1.5% per month, compounded monthly, or the highest amount permitted by law, whichever is lower. The Client must reimburse reasonable collection costs, bank charges, chargeback fees, legal fees and expenses incurred in recovering overdue amounts. Helix may suspend Services, licences, hosting, support, access, launches, deliverables, renewals and third-party procurement for non-payment without liability.

5.5. Taxes, currency and third-party price changes

Fees are exclusive of VAT, sales tax, withholding tax, duties, levies, payment processor fees and similar charges unless stated otherwise. If third-party providers increase prices, change exchange rates, introduce new fees, change licence metrics or impose taxes, Helix may pass those changes to the Client.

5.6. Subscriptions and renewals

Recurring Services renew automatically for successive periods equal to the initial billing period unless cancelled in writing at least thirty (30) days before renewal, unless the SOW states a different notice period. Renewal Fees are payable in advance. Helix may change recurring Fees on renewal by giving reasonable written notice.

5.7. Expenses

The Client must reimburse approved or reasonably necessary expenses, including travel, accommodation, courier fees, urgent procurement, stock assets, software, plugins, cloud usage, domains, SSL certificates, ad spend and third-party charges.

6. Delivery, Review, Acceptance and Defects

6.1. Delivery

Delivery may occur by email, file transfer, staging site, repository access, hosted environment, account configuration, deployment, report, meeting, training session or other reasonable method.

6.2. Review period and deemed acceptance

Unless the SOW states otherwise, the Client has five (5) business days after delivery to review and notify Helix in writing of any material non-conformity with the agreed scope. If no written rejection with reasonable details is received within that period, the Deliverables are deemed accepted. Use of a Deliverable in production, launch approval, publication, payment of a milestone invoice or commercial use also constitutes acceptance.

6.3. Correction of valid defects

For thirty (30) days after acceptance, Helix will use reasonable efforts to correct reproducible defects that materially depart from the agreed scope and are caused by Helix. This does not include changes, enhancements, new requirements, content edits, third-party platform changes, browser or operating system changes, Client modifications, plugin updates, hosting issues, data issues or issues outside the agreed scope.

6.4. Exclusive remedy

Correction of valid defects is the Client exclusive remedy for non-conforming Deliverables, subject always to any mandatory rights that cannot be excluded.

7. Consulting, Strategy and Advisory Work

Consulting Services may include strategy, analysis, recommendations, audits, workshops, training, implementation guidance, vendor recommendations, project support and similar advisory work. Consulting outputs are based on information available at the time and are not guarantees of commercial, technical, legal, financial, tax, regulatory, marketing, SEO, security or operational outcomes.

The Client remains responsible for deciding whether and how to implement advice, obtaining professional legal, tax, accounting, insurance, security or regulatory advice where needed, and verifying that any recommendation is suitable for its business, budget, risk tolerance and jurisdiction.

8. Website Builds, Redesigns, Migrations and E-Commerce

• Website scope includes only the pages, templates, features, integrations, content volumes, forms, products, redirects, languages and devices expressly stated in the SOW.
• Unless expressly included, Helix is not responsible for copywriting, product descriptions, photography, video, legal notices, privacy/cookie policies, accessibility audits, PCI compliance, tax settings, shipping rules, terms and conditions, refund policies, age gates, product compliance, prohibited goods checks or regulatory approvals.
• Responsive design means reasonable display on current mainstream desktop and mobile browsers. Pixel-perfect matching across all devices, browsers, operating systems, screen sizes, email clients and accessibility tools is not included unless expressly agreed.
• Website launch may require Client approval, DNS changes, third-party account access, hosting access, domain access and downtime. Helix is not liable for DNS propagation delays, registrar issues, email disruption, cache issues or third-party outages.
• For migrations, Helix is not responsible for preserving all historical rankings, analytics continuity, URL equity, metadata, schemas, reviews, product data, customer accounts or archived content unless expressly scoped.
• For e-commerce, the Client is solely responsible for products and services sold, inventory, pricing, taxes, shipping, returns, customer service, chargebacks, payment provider compliance, consumer terms, product safety and regulated goods compliance.

9. Custom Development, Integrations and Automation

9.1. Requirements and assumptions

Custom development is dependent on complete requirements, accurate data, stable third-party APIs, available documentation, test access and Client decisions. Unless expressly stated as fixed-price and fixed-scope, development work is billed on a time-and-materials basis or subject to change control.

9.2. Integrations and third-party APIs

Helix is not responsible for changes, downtime, rate limits, bugs, deprecated endpoints, undocumented behaviour, approval delays, account restrictions, API fees or policy changes of third-party platforms. Remediation required due to third-party changes is chargeable unless covered by a paid support plan that expressly includes it.

9.3. Testing

The Client must perform user acceptance testing using realistic scenarios, data and users. Helix is not responsible for defects that would reasonably have been discovered by proper Client testing before launch or acceptance.

9.4. Source code and repositories

Source code, repositories, build files, deployment pipelines and technical documentation are supplied only if expressly included and after full payment. Helix may withhold repository access, admin credentials and source materials until all amounts are paid.

10. Software Provision, SaaS, Licensing and Usage Rights

10.1. Licence grant

Where Helix supplies software, scripts, automations, templates, portals, dashboards, tools or other digital products owned by Helix, Helix grants the Client a limited, revocable, non-exclusive, non-transferable licence to use them solely for the Client internal business purposes and only for the duration, users, sites, domains, territories and usage metrics stated in the applicable order.

10.2. Restrictions

The Client must not copy, resell, sublicense, rent, lend, distribute, reverse engineer, decompile, scrape, bypass technical controls, remove notices, create competing products from, or permit unauthorised access to Helix software, tools or licensed materials except to the extent such restriction is prohibited by law.

10.3. Licence compliance

The Client must ensure users, seats, domains, data volumes, API calls and usage stay within the licence purchased. Helix may audit licence usage on reasonable notice. Excess usage may be billed at Helix then-current rates or the applicable vendor rates.

10.4. Beta, trial and experimental services

Beta, trial, proof-of-concept, experimental, preview or free Services are provided as-is, may be changed or withdrawn at any time and are excluded from warranties, service levels and support commitments to the maximum extent permitted by law.

11. Hosting, Domains, DNS, Email and Infrastructure

• Hosting, domain registration, DNS, SSL, CDN, backups, monitoring, email, cloud infrastructure and server services are provided only if expressly included and are subject to any applicable third-party provider terms.
• Unless a separate written service level agreement is signed, Helix does not guarantee uptime, performance, storage, bandwidth, email deliverability, recovery time, recovery point, backups, security monitoring or availability.
• Helix may perform maintenance, updates, migrations, security actions and emergency changes that may temporarily affect availability. Where practical, Helix will use reasonable efforts to give notice for planned maintenance.
• The Client must not use hosting or infrastructure for unlawful, abusive, high-risk, infringing, spam, malware, phishing, adult, gambling, weapons, regulated product, harassment, scraping, excessive resource, crypto-mining, botnet or policy-violating activities.
• Helix may suspend or restrict hosting, infrastructure, email, DNS or domain-related Services immediately if required by law, vendor policy, security risk, abuse complaint, non-payment, suspected compromise or risk to Helix, other clients or third parties.
• Domain names should, where practical, be registered in the Client name. If Helix registers or manages a domain on the Client behalf, the Client remains responsible for renewal fees, accurate registrant information, trademark clearance and transfer requirements.
• If Services are suspended, cancelled or unpaid, Helix may retain, disable, delete or return data in accordance with the applicable provider processes and these Terms. Helix is not liable for data loss where the Client failed to maintain independent backups.

12. Third-Party Products, Platforms and Vendor Terms

12.1. Third-party terms apply

Third-Party Services are governed by the relevant third-party terms, policies, service levels, licence terms, privacy terms, acceptable use policies, pricing, renewal rules and support processes. The Client agrees to comply with those terms and authorises Helix to accept or procure them on the Client behalf where required to deliver the Services.

12.2. No third-party warranties

Helix is not the manufacturer, registrar, hosting provider, platform operator, payment processor, advertising network, software publisher or insurer of Third-Party Services. To the maximum extent permitted by law, Helix gives no warranty for Third-Party Services and is not liable for their acts, omissions, failures, outages, price changes, security incidents, data loss, policy decisions, account suspensions, end-of-life decisions or support delays.

12.3. Procurement and resale

Where Helix resells, recommends or procures Third-Party Services, Helix may receive discounts, commissions, referral fees, margin or reseller benefits. Refunds, credits and cancellations for Third-Party Services are subject to the relevant provider rules and are not guaranteed.

12.4. Client accounts

The Client is responsible for keeping ownership, billing details, recovery email, administrator access and two-factor authentication for third-party accounts current and secure. Helix is not responsible for loss of access caused by Client account settings, employee departures, vendor policy, failed payments or unauthorised access.

13. SEO, Analytics, Paid Advertising and Marketing

• Helix does not guarantee search rankings, indexing, organic traffic, conversions, revenue, ad approvals, cost per click, cost per lead, return on ad spend, follower growth, email deliverability or platform availability.
• Marketing performance depends on factors outside Helix control, including market demand, competitor activity, website quality, Client offer, pricing, reputation, reviews, budget, landing pages, platform algorithms and third-party policy decisions.
• Ad spend, media spend, boosted post budgets, platform fees and creative licensing are separate from Helix management Fees unless expressly stated.
• The Client is responsible for claims made in advertisements, product legality, promotional terms, consent for tracking, cookie banners, privacy notices, remarketing lists, customer data uploads and compliance with platform policies and advertising law.
• Analytics and tracking may be affected by consent settings, browser restrictions, ad blockers, privacy tools, platform changes, sampling and configuration limitations. Helix is not responsible for incomplete or inaccurate analytics caused by such factors.

14. Security, Managed IT and Incident Response

Unless a specific managed security service is purchased, Helix does not provide continuous security monitoring, cyber insurance, forensic investigation, penetration testing, vulnerability scanning, malware removal, disaster recovery or incident response. Security Services reduce risk but cannot eliminate risk.

• The Client is responsible for passwords, multi-factor authentication, user permissions, employee offboarding, device security, internal policies, backups and prompt reporting of suspected incidents.
• Helix may take emergency action, including suspending access, disabling plugins, changing passwords, blocking traffic, taking a site offline or restoring from backup, where Helix reasonably believes there is a security, legal, abuse or operational risk.
• Security remediation, malware recovery, account recovery, incident response, restoration, forensic work and hardening caused by Client actions, third-party vulnerabilities or unauthorised access are chargeable unless expressly included in a paid plan.
• Helix is not liable for unauthorised access, data loss, malware, ransomware, phishing, credential compromise, business email compromise or other security incidents except to the extent caused by Helix proven wilful misconduct or non-excludable legal liability.

15. Data Protection, Privacy and Personal Data

15.1. Client as controller

Unless expressly agreed otherwise, the Client is the controller or business responsible for personal data processed through its websites, systems, campaigns, customer databases, payment flows, forms, cookies, analytics, CRM, e-commerce systems and marketing lists. The Client is responsible for lawful collection, notices, consents, legal bases, retention, data subject rights, records, regulator communications and cross-border transfer compliance.

15.2. Helix as processor or service provider

Where Helix processes personal data on behalf of the Client, Helix will process such data only to provide the Services, on documented Client instructions, and subject to reasonable confidentiality and security measures appropriate to the Services purchased. If applicable law requires a separate data processing agreement, the parties will sign Helix standard data processing addendum or another mutually agreed addendum before processing begins.

15.3. Sub-processors and transfers

The Client authorises Helix to use employees, contractors, affiliates, hosting providers, software vendors, cloud platforms, AI tools, analytics platforms and other sub-processors reasonably necessary to provide the Services. Personal data may be processed in countries where Helix, its personnel or providers operate. The Client is responsible for ensuring such transfers are lawful for its business and data subjects unless Helix expressly undertakes that responsibility in a signed data processing addendum.

15.4. Security incidents

Helix will notify the Client without undue delay after becoming aware of a confirmed personal data breach affecting Client personal data processed by Helix under the Agreement. Notification will include information reasonably available to Helix at the time. The Client is responsible for assessing and making any regulator, customer or data subject notifications unless a signed data processing addendum says otherwise.

15.5. Client indemnity for data

The Client must indemnify Helix against claims, fines, losses, costs and expenses arising from Client Content, unlawful instructions, inadequate privacy notices, lack of consent, unlawful data sharing, inaccurate data, regulated data supplied without disclosure, or Client failure to comply with applicable privacy, direct marketing, cookie, electronic communications or data protection laws.

16. AI Tools, Automation and Generated Outputs

Helix may use automation, AI-assisted tools, code assistants, analysis tools, design tools, content tools and workflow tools to improve efficiency and quality, unless the SOW expressly prohibits a particular use. AI-assisted outputs may require human review and may not be unique, error-free, non-infringing, confidential by default or suitable for regulated use without further review.

• The Client is responsible for reviewing, approving and legally clearing any AI-assisted content, code, recommendations, images, copy, metadata, reports or workflows before use.
• Helix does not guarantee that AI-assisted outputs are protectable by copyright, free from third-party claims or suitable for any specific legal, medical, financial, regulatory or high-risk purpose.
• If the Client requires restrictions on AI tool use, data residency, model training, sensitive data, confidential data, regulated data or client-specific security controls, those restrictions must be stated in the SOW before work begins and may affect pricing and timelines.

17. Intellectual Property and Ownership

17.1. Client Content

The Client retains ownership of Client Content. The Client grants Helix and its personnel a worldwide, royalty-free licence to use, host, copy, modify, transmit, display and create derivative works from Client Content as necessary to provide the Services, operate the Client systems, create Deliverables and comply with the Agreement.

17.2. Helix Tools and background IP

Helix retains all rights in Helix Tools and all intellectual property, know-how, methods, templates, frameworks, code libraries, reusable components, generic ideas, business processes, documentation, training materials, internal tools, preliminary concepts and work-in-progress developed or used before, during or after the Agreement.

17.3. Final Deliverables licence

Subject to full payment of all Fees and compliance with the Agreement, Helix grants the Client a perpetual, non-exclusive, non-transferable licence to use the final accepted Deliverables for the Client internal business purposes and the intended purpose stated in the SOW. No rights transfer before full payment. If ownership transfer is expressly agreed in a signed SOW, the transfer applies only to the specific final Deliverables identified and excludes Helix Tools, Third-Party Services, open-source components and materials not capable of assignment.

17.4. Drafts and unused concepts

Drafts, rejected designs, unused concepts, alternative options, pitch materials, research notes, prototypes and work-in-progress remain owned by Helix and may not be used by the Client unless expressly licensed in writing and paid for.

17.5. Third-party and open-source materials

Third-party and open-source materials are licensed under their own terms. The Client must comply with those terms. Helix is not responsible for restrictions, fees, attribution requirements, licence changes or claims relating to third-party or open-source materials unless caused by Helix knowingly using materials outside their licence.

17.6. Portfolio use

Unless the Client requests confidentiality in writing before work begins, Helix may identify the Client as a client and display non-confidential summaries, screenshots, links, results, logos and descriptions of the work in Helix portfolios, proposals, case studies, social media and marketing materials. Helix will not disclose Client confidential information in doing so.

18. Confidentiality

Each party must keep confidential information received from the other party confidential and use it only for the Agreement. Confidential information includes information marked confidential or information that should reasonably be understood as confidential given its nature and circumstances. Confidentiality obligations do not apply to information that is publicly available without breach, already known without restriction, independently developed, lawfully received from a third party, or required to be disclosed by law, court order or regulator.

Helix may disclose Client confidential information to employees, contractors, advisers, insurers, auditors, payment processors, hosting providers and vendors who need to know it to provide Services or operate Helix business, provided they are subject to confidentiality obligations appropriate to the circumstances. Confidentiality obligations survive termination for five (5) years, and trade secrets remain protected for so long as they remain trade secrets.

19. Warranties and Disclaimers

19.1. Limited service standard

Helix will provide the Services with reasonable care and skill. The Client sole remedy for breach of this standard is re-performance of the affected Services where reasonably possible, subject to the limitation of liability in these Terms.

19.2. No other warranties

To the maximum extent permitted by law, all Services, Deliverables, software, licences, Third-Party Services, reports, recommendations, hosting, support and outputs are provided as-is and as-available without warranties, conditions or guarantees of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, satisfactory quality, fitness for purpose, title, non-infringement, uninterrupted operation, error-free operation, compatibility, security, data accuracy or achievement of any result.

19.3. No regulated advice

Helix does not provide legal, tax, accounting, financial, insurance, medical, investment, engineering, architectural, regulatory or other regulated professional advice unless expressly stated in a signed SOW and provided by appropriately qualified professionals. The Client must obtain its own professional advice where required.

19.4. Mandatory rights preserved

Nothing in these Terms excludes or limits liability or rights that cannot lawfully be excluded or limited, including where applicable liability for fraud, fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence, or mandatory consumer rights.

20. Limitation of Liability

20.1. Excluded losses

To the maximum extent permitted by law, Helix is not liable for any indirect, incidental, special, exemplary, punitive or consequential loss or damage, or for loss of profit, revenue, sales, business, opportunity, goodwill, reputation, anticipated savings, data, use, production, contract, search ranking, advertising performance, customers, management time, business interruption, system availability, security incident losses or cost of substitute services, whether arising in contract, tort, negligence, misrepresentation, statute, equity or otherwise, even if Helix was advised that such losses were possible.

20.2. Aggregate cap

To the maximum extent permitted by law, Helix total aggregate liability arising out of or relating to the Agreement, any Services, Deliverables, software, hosting, licensing, Third-Party Services or support is limited to the Fees actually paid by the Client to Helix for the specific affected Services in the three (3) months immediately preceding the first event giving rise to the claim.

20.3. Separate caps

The cap in clause 20.2 applies in aggregate to all claims and causes of action and does not reset by the number of claims, invoices, renewals, users, websites, projects, incidents or legal theories. Where a claim relates to a free, beta, trial or unpaid Service, Helix liability is limited to USD 100 or the local currency equivalent to the maximum extent permitted by law.

20.4. Third-party pass-through

For Third-Party Services, the Client sole remedies are any remedies provided by the relevant third party. Helix liability for Third-Party Services is limited to passing through any remedy actually received by Helix from that third party for the Client issue.

20.5. Exceptions

The limitations in this clause do not limit the Client obligation to pay Fees, Client indemnities, Client misuse of Helix intellectual property, confidentiality obligations, or any liability that cannot lawfully be limited.

21. Client Indemnity

The Client must defend, indemnify and hold harmless Helix, its affiliates, officers, employees, contractors, suppliers and agents from and against all claims, demands, fines, penalties, damages, losses, liabilities, settlements, costs and expenses, including reasonable legal fees, arising out of or relating to:

• Client Content, products, services, data, instructions, approvals, omissions, misrepresentations or unlawful activity;
• alleged or actual infringement of intellectual property, privacy, publicity, consumer, advertising, data protection, product safety or other rights caused by Client Content or Client business activities;
• Client breach of the Agreement, third-party terms, applicable law, platform policies, acceptable use rules or licence restrictions;
• Client e-commerce activities, product claims, fulfilment, taxes, shipping, returns, chargebacks, customer disputes, regulated goods or payment processing;
• Client systems, credentials, users, administrators, employees, contractors or third-party accounts;
• claims by Client customers, users, employees, regulators, competitors, vendors, platform providers or other third parties connected to Client business or use of the Services.

22. Suspension, Termination and Consequences

22.1. Suspension

Helix may suspend Services, access, hosting, licences, support, deployments, renewals, deliverables or third-party procurement immediately if the Client fails to pay, creates security or legal risk, breaches the Agreement, violates acceptable use rules, exceeds licence limits, is subject to a chargeback, becomes insolvent, or if suspension is required by a third-party provider, regulator or law.

22.2. Termination for cause

Either party may terminate the affected SOW if the other party materially breaches the Agreement and fails to remedy the breach within seven (7) days after written notice, unless the breach cannot be remedied. Helix may terminate immediately for non-payment, repeated late payment, unlawful use, security risk, abuse, infringement, insolvency, reputational risk or Client conduct that makes continued performance unreasonable.

22.3. Termination for convenience

Unless a fixed term or minimum commitment applies, either party may terminate ongoing Services for convenience on thirty (30) days written notice. Project work, fixed-fee work, prepaid services, deposits, setup fees, licence fees, hosting fees, domain fees and third-party charges are non-refundable except as expressly stated in the SOW or required by law.

22.4. Amounts due on termination

On termination or expiry, all unpaid Fees, committed costs, work-in-progress, approved expenses, third-party charges, cancellation charges and amounts for Services performed become immediately due. Helix may withhold Deliverables, credentials, transfer authorisations, backups, source code and account handovers until all amounts are paid.

22.5. Data return and deletion

Following termination of hosting, managed services or systems administration, Helix may provide a reasonable opportunity to export Client data if technically possible and all Fees are paid. Helix may delete or disable data after thirty (30) days from termination or earlier if required by a third-party provider, security risk, law or the applicable service plan. The Client is responsible for maintaining independent backups.

22.6. Survival

Clauses intended to survive termination survive, including payment, taxes, intellectual property, confidentiality, data protection, warranties, disclaimers, limitation of liability, indemnities, dispute resolution, governing law, notices and general provisions.

23. Personnel, Subcontractors and Non-Solicitation

Helix may use employees, contractors, subcontractors, affiliates and third-party providers to perform Services. Helix remains responsible for their work to the extent required by the Agreement, subject to these Terms.

During the Agreement and for twelve (12) months after, the Client must not directly or indirectly solicit for employment or engagement any Helix employee or contractor materially involved in providing Services, except through general advertisements not targeted at Helix personnel. If the Client breaches this clause, the Client must pay Helix a recruitment fee equal to six (6) months of the individual annualised compensation or contractor fees, representing a genuine pre-estimate of recruitment and disruption costs to the extent permitted by law.

24. Force Majeure

Helix is not liable for delay or failure caused by circumstances beyond its reasonable control, including acts of God, storms, floods, fire, epidemic, pandemic, illness, labour disputes, war, terrorism, civil unrest, government action, sanctions, power failure, internet failure, telecommunications failure, cyberattack, supplier failure, platform outage, payment network issues, DNS or registrar issues, shipping delays, customs delays, changes in law, or failure of third-party providers.

25. Compliance, Export, Sanctions and Anti-Bribery

The Client must comply with all laws applicable to its business, products, services, data, customers, marketing, exports, imports, sanctions, anti-bribery, anti-corruption, anti-money laundering and industry-specific obligations. The Client must not use the Services in any jurisdiction, transaction or manner that would expose Helix to sanctions, export controls, unlawful content, bribery, corruption, money laundering, fraud or regulatory breach.

26. Dispute Resolution, Governing Law and Jurisdiction

26.1. Escalation

Before starting formal proceedings, the parties will use reasonable efforts to resolve disputes through good-faith executive-level discussion. This does not prevent Helix from suspending Services, recovering unpaid Fees, seeking urgent injunctive relief, protecting intellectual property or complying with legal obligations.

26.2. Default governing law

Unless the applicable SOW expressly states otherwise, the Agreement is governed by the laws of Trinidad and Tobago, without regard to conflict of law rules, and the courts of Trinidad and Tobago have exclusive jurisdiction, except that Helix may bring proceedings for unpaid Fees, misuse of intellectual property, confidentiality breach, injunctive relief or urgent relief in any court with jurisdiction over the Client or the relevant assets.

26.3. Regional alternatives where expressly selected

For clients with a registered address in the United Kingdom or United States, the SOW may expressly select the laws and courts of England and Wales or the State of Delaware respectively. If a regional law is selected, all liability limitations, warranty exclusions and indemnities apply to the maximum extent permitted by that law, and mandatory rights that cannot be excluded remain unaffected.

26.4. Limitation period

To the maximum extent permitted by law, any claim against Helix must be brought within one (1) year after the event giving rise to the claim or, if earlier, within the shortest period permitted by applicable law. Claims not brought within that period are permanently barred.

27. General Provisions

• Independent contractor. Helix is an independent contractor and not the Client employee, partner, joint venturer, agent, fiduciary or legal representative.
• Non-exclusivity. Helix may provide services to competitors or similar businesses, provided Helix does not misuse Client confidential information.
• Assignment. The Client may not assign or transfer the Agreement without Helix prior written consent. Helix may assign or subcontract the Agreement as part of a business transfer, reorganisation, affiliate arrangement or service delivery model.
• Notices. Notices must be sent by email and, where reasonably required, by courier or registered post to the contact details in the applicable order or the latest details notified in writing. Email notices to Helix should be sent to [email protected] unless Helix designates another address.
• Entire agreement. The Agreement is the entire agreement between the parties for the subject matter and replaces prior discussions, proposals and representations, except fraudulent misrepresentation or matters that cannot lawfully be excluded.
• Severability. If any provision is invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable or, if not possible, severed. The remaining provisions continue in effect.
• No waiver. Failure or delay in enforcing a right is not a waiver. Rights and remedies are cumulative.
• Electronic signatures. The Agreement may be accepted by electronic signature, email approval, click acceptance, payment, purchase order accepted by Helix, or conduct indicating acceptance.
• Amendments. Helix may update these Terms from time to time. Updated Terms apply to new orders, renewals and continued Services after notice or publication, unless a signed SOW states otherwise.
• Interpretation. Words such as including, include and for example are illustrative and do not limit the surrounding words. Headings are for convenience only.

Schedule A - Acceptable Use Policy

The Client must not use the Services, hosting, software, systems or deliverables to:

• violate any law, regulation, court order, third-party right, platform policy or industry requirement;
• host or transmit malware, phishing, spam, unsolicited bulk messaging, scraping, credential harvesting, botnets, denial-of-service traffic or harmful code;
• infringe intellectual property, privacy, publicity, confidentiality, consumer, advertising or data protection rights;
• publish unlawful, defamatory, harassing, hateful, exploitative, obscene, deceptive, fraudulent or harmful content;
• sell, promote or facilitate regulated or restricted goods or services without required approvals and lawful compliance;
• exceed resource limits, bypass licence restrictions, interfere with other customers or compromise security;
• misrepresent identity, authorisation, endorsements, affiliations, pricing, availability, guarantees or product claims.

Helix may suspend or remove content, access or Services immediately where Helix reasonably believes this Policy has been or may be breached.

Schedule B - Short-Form Data Processing Terms

Where Helix acts as processor/service provider for Client personal data and no separate data processing addendum is signed, the following minimum terms apply to the extent required by applicable law:

• Subject matter: provision of the Services described in the applicable SOW or order.
• Duration: the term of the relevant Services plus any retention period required for backups, legal compliance, dispute resolution or provider processes.
• Nature and purpose: hosting, storage, access, configuration, support, development, migration, analytics, marketing operations, troubleshooting and related processing needed to provide the Services.
• Types of data: data supplied by or for the Client, which may include contact details, account data, website user data, customer enquiries, order data, analytics data, support data and other data entered into Client systems.
• Categories of data subjects: Client personnel, customers, prospects, website visitors, suppliers, users, contacts and other individuals whose data is supplied by or for the Client.
• Instructions: Helix will process personal data only on documented Client instructions, including these Terms and the SOW, unless required by law.
• Confidentiality: Helix will ensure persons authorised to process personal data are subject to appropriate confidentiality obligations.
• Security: Helix will apply reasonable technical and organisational measures appropriate to the Services purchased, taking into account the nature of processing and available information.
• Sub-processing: the Client authorises Helix to use sub-processors reasonably necessary to provide the Services.
• Assistance: Helix will provide reasonable assistance with data subject requests, security incidents and compliance obligations where required by law, at the Client cost unless the issue was caused by Helix breach.
• Deletion or return: at the Client written request and subject to payment of all Fees, Helix will return or delete personal data after termination where reasonably possible, except for backups, legal retention and third-party provider retention.
• Audit: Helix will make available reasonable information necessary to demonstrate compliance with these short-form terms, subject to confidentiality, security restrictions and reasonable notice. On-site audits are chargeable and limited to once per year unless required by law or due to a confirmed breach caused by Helix.

Schedule C - Support and Service Levels

No support, maintenance, uptime commitment, response time, resolution time, monitoring, backup, recovery or service credit applies unless expressly included in a paid support plan or signed service level agreement. Any response times are targets only unless described as binding service levels. Service credits, if expressly offered, are the Client sole and exclusive remedy for service level failures.

Support excludes new features, redesigns, content entry, third-party outages, platform changes, malware recovery, training, data cleanup, account recovery, emergency work, work outside business hours, issues caused by Client changes and issues outside the supported environment unless expressly included.

Schedule D - Recommended SOW Checklist

Each quote, proposal or SOW should ideally state:

• Client legal name, address, billing contact and authorised approver;
• specific Services and Deliverables included;
• clear exclusions and assumptions;
• Client responsibilities and required access/materials;
• timeline, dependencies, milestones and review periods;
• Fees, deposits, payment dates, renewal dates and third-party costs;
• acceptance criteria and bug-fix window;
• support, hosting, licence and maintenance terms if included;
• data protection role, special data restrictions and sub-processor restrictions if relevant;
• ownership/licence terms if different from these Terms;
• selected governing law if not the default Trinidad and Tobago position.

Contact

Helix Consulting

Email: [email protected]

Phone: +1 (868) 354-4216

Website: https://helix.consulting