Terms of Service

These Terms govern your access to this website and, unless a signed statement of work says otherwise, the professional services provided by HELIXWORKS ("we," "us," "our"). By using the Site or engaging us, you agree to these Terms. If you are agreeing on behalf of a company, you confirm you have authority to bind that company.

1. Use of the Site

The Site provides information about our services. You agree not to interfere with its operation, attempt unauthorised access, scrape it in bulk, or use it in violation of applicable law. Content is provided for general information and does not constitute a proposal, an offer, or professional advice — see the Disclaimer.

2. Services, Proposals and Statements of Work

• Work is defined in a written proposal, statement of work (SOW) or order that specifies scope, deliverables, timeline, assumptions and price.
• Estimates of duration and effort are made in good faith based on the information available and are not guarantees unless expressly stated as fixed.
• Changes to scope are handled by written change note, with the effect on timeline and price stated before the change is performed.
• We may decline work, including where we consider a use case inconsistent with our Responsible AI Policy.

3. Client Responsibilities

• Provide timely access to systems, data, documentation and subject-matter experts reasonably required for the work
• Ensure you have the right to grant us access to the systems and data you make available, including any third-party system
• Nominate a decision-maker who can approve scope, designs and go-live
• Review deliverables and provide feedback within the periods agreed in the SOW
• Comply with the obligations that apply to you as controller of any personal data involved

Delays caused by unmet dependencies extend the timeline accordingly and may incur additional cost, which we will notify you of before it is incurred.

4. Fees, Invoicing and Taxes

• Fees are stated in the SOW and are exclusive of taxes, duties and third-party costs
• Invoices are payable within 30 days unless the SOW states otherwise; late amounts may accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower
• Pass-through costs (cloud infrastructure, model usage, licences you choose to buy) are billed at cost with no markup and documented line by line
• Amounts invoiced for work already performed are non-refundable, except where these Terms or the SOW provide otherwise

5. Intellectual Property

You own the deliverables. On receipt of full payment for the relevant work, we assign to you all right, title and interest in the custom code, prompts, workflow definitions, evaluation sets, documentation and configuration created specifically for you under a SOW.

• Our pre-existing materials — generic libraries, internal tooling and know-how developed before or independently of your project remain ours. Where they are embedded in a deliverable, you receive a perpetual, worldwide, non-exclusive, royalty-free licence to use, modify and sublicense them as part of that deliverable.
• Third-party and open-source components — governed by their own licences, which we identify in the handover documentation.
• Model providers — outputs generated by third-party models are subject to those providers' terms; we select and document them and, where a provider's terms would restrict your use, we tell you before the pilot starts.
• Our brand — you may not use our name or logo publicly without permission; conversely we will not name you as a client without your written permission.

6. Confidentiality

Each party will keep the other's confidential information confidential, use it only to perform the engagement, and protect it with at least the care it applies to its own confidential information. These obligations do not apply to information that is public through no fault of the receiving party, was already known to it, or is independently developed. We sign mutual NDAs promptly and can work under yours where you prefer.

7. Data Protection

Where we process personal data on your behalf, we act as processor (or sub-processor) and you as controller. The Data Processing Addendum governs that processing and is incorporated into these Terms by reference.

8. Warranties

• We will perform the services with the reasonable skill and care of a competent professional services firm and in accordance with the SOW.
• We will comply with applicable laws in the provision of the services.
• Where a deliverable fails to conform materially to the SOW and you notify us within 30 days of acceptance, we will correct it at no additional charge.

What we do not warrant. AI systems are probabilistic. We do not warrant that a model will be error-free, that it will achieve a particular accuracy, latency or cost target unless a specific target is stated in the SOW, or that outputs will be suitable for any use outside the documented scope. Operational metrics depend in part on your data, systems and processes.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

Our aggregate liability arising out of or relating to the engagement is limited to the total fees paid by you to us under the applicable SOW in the 12 months preceding the event giving rise to the claim. Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct, or any liability that cannot lawfully be limited.

10. Insurance

We maintain professional indemnity (errors and omissions), commercial general liability and cyber liability insurance at levels appropriate to our engagements, and will provide certificates of insurance on request.

11. Term and Termination

• Either party may terminate a fixed-scope engagement for material breach that remains uncured 30 days after written notice, or immediately if the other party becomes insolvent.
• Either party may terminate a monthly engagement on 30 days' written notice.
• On termination you pay for work performed and costs committed up to the effective date; we deliver work in progress and handover materials.
• Sections on intellectual property, confidentiality, liability, and governing law survive termination.

12. Non-Solicitation of Personnel

During the engagement and for 12 months afterwards, neither party will knowingly solicit for employment any individual directly involved in the engagement, without the other party's written consent. This does not restrict general public job advertising or approaches by individuals on their own initiative.

13. Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14. Changes, Severability and Entire Agreement

We may update these Terms by posting a revised version on this page; changes apply to engagements entered into after the update. If a provision is held unenforceable, the remainder stays in force. These Terms, together with any SOW, the DPA and our Responsible AI Policy, constitute the entire agreement between the parties on this subject.

15. Contact

HELIXWORKS
One Ferry Building, Suite 210, San Francisco, CA 94111
Email: info@helixworks.site
Phone: +1 (650) 442-5844