Terms of Service

Last updated: 19 February 2026

1. Acceptance of Terms

By accessing or using the Helium Systems platform ("the Service"), including any associated applications, APIs, and services provided by Helium Systems Ltd ("Helium", "we", "us"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree, you must not use the Service.

These Terms apply to all users of the Service, including organisation administrators, team members, B2B portal buyers, and API consumers.

2. Account Registration

To use the Service, you must create an account with a valid email address and password, or authenticate via a supported identity provider (Google). You are responsible for maintaining the confidentiality of your credentials and for all activities that occur under your account.

Organisation administrators are responsible for managing team member access, permissions, and ensuring that all users within their organisation comply with these Terms.

3. Use of the Service

3.1 Permitted Use

The Service is provided for lawful business purposes. You may use it to manage your catalogue, inventory, orders, purchasing, manufacturing, shipping, customer relationships, accounting, and other business operations as described in our documentation.

3.2 Prohibited Use

You must not:

  • Use the Service for any unlawful purpose or in violation of any applicable laws or regulations.
  • Attempt to gain unauthorised access to any part of the Service, other users' accounts, or our infrastructure.
  • Reverse engineer, decompile, or disassemble any part of the Service.
  • Use automated systems (bots, scrapers) to access the Service except via our published APIs.
  • Upload malicious code, viruses, or content designed to disrupt the Service.
  • Resell, sublicense, or redistribute the Service without prior written consent.
  • Store or process data in violation of applicable data protection laws, including the UK GDPR and EU GDPR.

4. Your Data

4.1 Data Ownership

You retain all rights to the data you upload or create within the Service ("Your Data"). Helium does not claim ownership of Your Data. By using the Service, you grant us a limited licence to process Your Data solely for the purpose of providing and improving the Service.

4.2 Data Processing

We process personal data in accordance with our Privacy Policy and applicable data protection legislation. Where we act as a data processor on your behalf, the terms of our Data Processing Agreement apply.

4.3 Data Portability

You may export Your Data at any time using the export features provided within the Service or by submitting a data portability request through the Privacy & GDPR settings.

4.4 Data Deletion

Upon termination of your account, we will delete Your Data within 30 days, except where retention is required by law (e.g. financial records for tax compliance). You may request earlier deletion of specific data through our GDPR tools.

5. Service Availability

We aim to provide the Service with high availability but do not guarantee uninterrupted access. We may perform scheduled maintenance with reasonable advance notice. We are not liable for downtime caused by factors outside our reasonable control, including but not limited to infrastructure provider outages, network issues, or force majeure events.

6. AI-Powered Features

The Service includes AI-powered features (Nucleus AI, compliance document generation, image analysis, content suggestions) powered by third-party AI models. These features:

  • Are provided as assistive tools and do not replace professional judgement.
  • May produce inaccurate or incomplete outputs — you are responsible for reviewing and validating all AI-generated content before use.
  • Process your queries and business context through Google Gemini AI — see our Privacy Policy for details.
  • Can be disabled or opted out of via your cookie preferences or organisation settings.

7. API and Webhook Access

If you use our API or webhooks, you must comply with the published rate limits and authentication requirements. API keys are confidential and must not be shared or embedded in client-side code. We reserve the right to suspend API access if we detect abuse or excessive usage.

8. Intellectual Property

The Service, including its design, code, documentation, branding, and AI models, is the intellectual property of Helium Systems Ltd or its licensors. Nothing in these Terms grants you any right to use our trademarks, logos, or branding without prior written consent.

9. Third-Party Integrations

The Service integrates with third-party platforms (marketplaces, carriers, accounting software, payment processors). Your use of these integrations is subject to the respective third party's terms and privacy policies. We are not responsible for the practices or availability of third-party services.

10. Fees and Billing

Service fees are as set out in your subscription agreement. We may change pricing with 30 days' written notice. Failure to pay fees may result in suspension or termination of your account. All fees are exclusive of applicable taxes unless stated otherwise.

11. Limitation of Liability

To the maximum extent permitted by law, Helium's total aggregate liability arising from or related to these Terms or the Service shall not exceed the fees paid by you in the 12 months preceding the claim.

We are not liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption, regardless of the theory of liability.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

12. Indemnification

You agree to indemnify and hold harmless Helium, its officers, directors, and employees from any claims, damages, losses, or expenses (including reasonable legal fees) arising from your use of the Service, violation of these Terms, or infringement of any third-party rights.

13. Termination

Either party may terminate the agreement by providing 30 days' written notice. We may suspend or terminate your account immediately if you breach these Terms, fail to pay fees, or engage in prohibited activities. Upon termination, your right to access the Service ceases, and Section 4.4 (Data Deletion) applies.

14. Changes to Terms

We may update these Terms from time to time. Material changes will be communicated via email or a prominent notice within the platform at least 30 days before they take effect. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

15. Governing Law

These Terms are governed by and construed in accordance with the laws of England and Wales. Any disputes arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

16. Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

17. Entire Agreement

These Terms, together with our Privacy Policy and any applicable Data Processing Agreement, constitute the entire agreement between you and Helium regarding the Service.

18. Contact

Helium Systems Ltd
Email: legal@heliumsystems.app