Helix – Terms of Service (B2B)

Effective Date: 9th March 2026

These Terms (the "Terms") govern access to and use of Helix for Business via our website(s), iOS and Android applications, voice interfaces, and related interfaces (together, the "Services"). These Terms apply business-to-business only and only in connection with Customer's trade, business, craft or profession. The Services may not be used for personal consumer travel, leisure travel or activities not connected with Customer's trade, business, craft or profession, or for onward resale to third parties.

By creating an account, executing an Order Form, or using the Services, the customer entity identified in the applicable Order Form (the "Customer", "you") agrees to these Terms.

Note: These Terms govern the Helix for Business AI concierge product only. AI consulting, strategy, governance, and implementation services are governed by separate Master Services Agreements and Statements of Work.

1. Who We Are

Helix Technologies Limited ("Helix", "we", "us") is a company incorporated in Jersey, Channel Islands (registered with the Registrar of Companies under number 158737), with its registered office at 30 Stopford Road, St Helier, JE2 4LZ, Jersey.

Helix Intelligent Services Inc. ("Helix Inc") is a wholly owned Delaware subsidiary (1111B S Governors Ave STE 48071, Dover, DE 19904, USA) that supports billing operations and may appear on card statements as the billing entity.

Contracting Entity: Your contract is with Helix Technologies Limited (Jersey). Helix Inc acts solely as a billing and payment processing entity and is not a party to these Terms.

Payment Queries and Disputes: All payment queries, billing disputes, and refund requests should be directed to Helix Technologies Limited at [email protected]. Helix Technologies Limited will coordinate with Helix Inc as necessary to resolve payment matters.

2. Definitions

AI System: the artificial intelligence and machine learning systems, including large language models (LLMs), that power the Services, as further described in Section 13.
Authorised User: an individual (including travellers, approvers, bookers, and finance/admin users) authorised by Customer to use the Services under Customer's account.
Seat: a subscription licence for one Authorised User. Every Authorised User requires a Seat, regardless of role.
Order Form: an ordering document, online checkout, or plan selection specifying Seats, pricing, and billing cadence.
Subscription Term: the 12-month subscription term stated in Section 6.
Trial: the 14-day trial described in Section 6.2.
Booking: a reservation, ticket, accommodation, restaurant reservation, experience booking, or other service arranged via the Services.
Supplier: airlines, hotels, restaurants, experience providers, aggregators, intermediaries, and other third parties that provide the underlying services booked through Helix.
Supplier Terms: the Supplier's terms, fare rules/house rules, change/cancellation rules, and other conditions applicable to the Booking.
Booking Charges: the amounts payable for a Booking (including the Supplier price, taxes, surcharges, and Supplier-imposed change/cancellation fees).
General Business Travel Agreement: these Terms together with any applicable Order Form, under which Helix provides corporate travel booking and management services to Customer solely in connection with Customer's trade, business, craft or profession, and not for consumer use or onward resale to third parties.
Helix Credits: advance payments recorded to Customer's internal Helix Credits ledger for use solely as set out in Section 7.
Helix Inc: Helix Intelligent Services Inc., a Delaware corporation and wholly owned subsidiary of Helix Technologies Limited, which provides billing and payment processing services as described in Section 1.
Input Data: prompts, queries, preferences, instructions, and other information provided by Customer or Authorised Users to the Services.
Output Data: responses, recommendations, booking confirmations, and other content generated by the AI System in response to Input Data.
Data Processing Addendum or DPA: the data processing addendum between Helix and Customer, incorporated into these Terms pursuant to Section 16.
Personal Data, Controller, Processor, and related terms have the meanings given in the Data Protection Legislation.
Data Protection Legislation: the UK GDPR, the Data Protection (Jersey) Law 2018, and any other applicable data protection laws.
AI Infrastructure Providers: third-party providers of AI models, infrastructure, and related services used by Helix to power the AI System, as listed in the DPA.

3. Account Structure and Authority

3.1 Customer Admin

Customer must designate at least one administrative Authorised User ("Admin"). Admins may:

manage Seats and Authorised Users;
configure workflows and policies (e.g., approvals);
initiate top-ups and view Helix Credits usage; and
instruct Helix to arrange, confirm, modify, or cancel Bookings.

Customer is responsible for all actions taken by Authorised Users and Admins.

3.2 iOS and Android Apps (Traveller Use)

Helix provides iOS and Android applications for traveller activity (viewing itineraries, requesting travel, selecting and confirming options). Administration features (workflows, policies, approval configuration) are available only through the Helix web-based admin experience and are not available within mobile apps.

Customer remains responsible for all actions taken by travellers using the mobile apps, subject to configured approval workflows.

3.3 Accuracy and Security

Customer must ensure information provided is accurate and kept up to date. Customer is responsible for maintaining account security and for all use under its credentials.

4. What Helix Does (and Does Not Do)

4.1 Role of Helix

Helix provides an AI-powered concierge service that helps Customer and Authorised Users discover, compare, arrange, and manage:

Travel: flights, hotels, ground transportation, and related travel services;
Dining: restaurant reservations and recommendations; and
Experiences: activities, events, and other lifestyle services.

The Services are powered by AI systems that can interpret natural language requests (including voice), learn user preferences, and perform real-world actions such as making bookings on behalf of Authorised Users.

4.2 Third-Party Suppliers

Underlying services (flights, hotels, restaurants, experiences) are provided by Suppliers. Supplier Terms apply to each Booking. Helix acts as a disclosed intermediary / booking agent in relation to Supplier services and does not itself operate airlines, hotels, restaurants, or experience venues. Unless expressly stated otherwise in the Booking confirmation or other booking documentation, the contract for the underlying travel or other Supplier service is between Customer (or the relevant traveller) and the relevant Supplier or other principal identified at the time of Booking.

4.2A General Business Travel Agreement and Business Scope

These Terms and each applicable Order Form are intended to constitute a General Business Travel Agreement. Customer represents, warrants, and undertakes that Bookings requested under these Terms are made solely for travel in connection with Customer's trade, business, craft or profession, and not for personal consumer travel or onward resale to third parties. Helix may refuse, suspend, separate, or decline to process any request that Helix reasonably believes falls outside the scope of a General Business Travel Agreement.

4.3 Quotes, Availability, and Confirmation

Availability and pricing can change quickly. A quote is not confirmed until Helix confirms the Booking in writing (in-app and/or by email) following the required approval flow. Helix does not guarantee that any particular option will remain available at the quoted price.

4.4 Helix's Role as Intermediary

Customer acknowledges that:

(a) Helix acts as an intermediary and booking agent facilitating access to Supplier services and does not itself operate airlines, hotels, restaurants, or experience venues;

(b) Helix does not guarantee the quality, safety, legality, or suitability of any Supplier's services;

(d) Helix relies on information provided by Suppliers (including pricing, availability, descriptions, and policies) and does not independently verify such information;

(e) Helix will use reasonable efforts to assist Customer with Supplier disputes but cannot compel Suppliers to act;

(f) unless expressly stated otherwise in writing, the underlying travel or other Supplier service is provided by the relevant Supplier or other principal identified at the time of Booking and not by Helix; and

(g) Helix may refuse, separate, or reroute any requested Booking where Helix reasonably believes that the requested structure, combination, or manner of sale could cause Helix to assume organiser, principal, ATOL, licensing, financial protection, or similar obligations that Helix has not expressly agreed in writing to assume.

4.5 Helix Credits and Supplier Payments

Customer acknowledges that Helix Credits are an internal ledger mechanism between Helix and Customer only. Suppliers do not accept, recognise, or receive Helix Credits as a form of payment. Depending on the Supplier and Booking flow, Helix may collect, receive, apply, or settle amounts in connection with Bookings in Helix's own name and on its own account as disclosed intermediary / booking agent, or as agent for the relevant Supplier or principal, as applicable.

4.6 Helix Booking Errors

If Helix confirms a Booking in writing but fails to complete the Booking with the relevant Supplier due to Helix's operational error (and not due to Supplier Terms, Supplier system issues, or information provided by Customer), Helix will use reasonable endeavours to secure a comparable alternative Booking or, if no comparable alternative is available, refund the applicable Booking Charges to Customer's Helix Credits balance.

4.7 Booking Error Disputes

If Customer believes a Booking error is attributable to Helix rather than to the Supplier or to information provided by Customer, Customer should notify Helix in writing at [email protected] within 14 days of the Booking date (or, if later, within 14 days of discovering the error). Helix will investigate the dispute and provide a written response within 14 days of receiving Customer's notification. If Customer is not satisfied with the response, the matter may be escalated through the dispute resolution process set out in Section 21.2.

5. Booking Approvals and Delivery

5.1 Approval Required

Helix will not finalise a Booking without explicit confirmation through the Services or the configured approval flow.

5.2 Delivery

Confirmations are delivered digitally (in-app and/or by email). If a Supplier delays confirmation, delivery occurs once the Supplier confirms. Where reasonably practicable, the confirmation will identify the relevant Supplier or other principal for the underlying service.

6. Subscription, Seats, Trial, and Term

6.1 Seats Required for All Users

Each Authorised User must have a Seat (including travellers, approvers, and finance/admin users). Seats are personal to an Authorised User but may be re-assigned by an Admin when personnel change, provided reassignment is not used to exceed purchased Seat counts.

6.2 14-Day Trial

Customer may start with a 14-day Trial unless otherwise stated in an Order Form.

During Trial, the Services may be limited (e.g., feature gating, Seat caps).
Helix will send Customer a reminder notice at least 3 days before the Trial expires, confirming that the paid Subscription will begin automatically unless Customer cancels.
If Customer does not cancel before Trial ends by providing written notice to Helix, the paid Subscription begins immediately after the Trial and Customer authorises Helix to charge the applicable subscription fees to the payment method on file.

6.3 Subscription Term (12 Months)

The Subscription Term is 12 months starting on the subscription start date in the Order Form (or, if none, the date the Trial converts to paid).

6.4 Renewal

Unless the Order Form states otherwise, the Subscription renews for successive 12-month periods unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

Renewal pricing: Unless the Order Form specifies fixed renewal pricing, Helix may increase subscription fees for a renewal term by providing written notice at least 60 days before the start of the renewal term. Any such increase must not exceed the greater of (a) 7% of the fees for the immediately preceding term, or (b) the percentage increase in the Jersey Retail Prices Index (RPI) (or successor index) over the 12-month period ending three months before the renewal date. If Customer does not agree to the increased fees, Customer may give written notice of non-renewal within 30 days of receiving Helix's pricing notice.

6.5 Subscription Fees; Annual Upfront; Increases During Term

(a) Annual upfront: Seats are paid in advance for the full 12-month Subscription Term, unless the Order Form expressly states a different cadence.

(b) Seat increases (pro-rata true-up): If Customer adds Seats during the Subscription Term, Helix will invoice the additional Seat fees pro-rata for the remainder of the then-current Subscription Term. Helix may condition activation of additional Seats on payment of the pro-rata invoice.

(c) No refunds for decreases: If Customer reduces Seat count during the Subscription Term, fees already paid remain payable and are non-refundable, except as required by law or expressly stated in the Order Form.

6.6 Bank Transfer Benefit (13 Months for the Price of 12)

If Customer pays subscription invoices by bank transfer, Helix will provide an additional one (1) month of subscription access at no additional charge (i.e., 13 months of access for the price of 12), unless an Order Form states otherwise. This benefit applies to subscription fees only and does not apply to Booking Charges.

The benefit applies only where cleared funds for the full invoiced amount are received by Helix on or before the invoice due date. If cleared funds are received after the due date (or are received only in part), the benefit will not apply, and the Subscription Term will remain 12 months (or as otherwise stated in the Order Form).

6.7 Late Payment

If Customer fails to pay any amount due under these Terms by the due date, Helix may (without limiting any other rights or remedies):

(a) charge interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate (or, if higher, the rate specified by applicable late payment legislation), accruing daily from the due date until payment is received in full;

(b) suspend access to the Services until all overdue amounts (including accrued interest) are paid; and

(c) recover reasonable costs incurred in collecting the overdue amount, including legal fees and debt collection charges.

7. Helix Credits, Top-Ups, and Payment Mechanics

7.1 What Helix Credits Are (and Are Not)

Helix Credits are advance payments recorded on an internal ledger with Helix that may be applied by Helix towards Booking Charges and other amounts payable under these Terms in connection with services arranged through the Services.

The Services interface may display this ledger as a "wallet" or similar label; such terminology does not alter the legal characterisation of Helix Credits as a commercial prepayment.

Helix Credits are not a payment account, deposit, stored value product, electronic money, or money transmission service. No interest accrues on Helix Credits.

Customer expressly acknowledges and agrees that:

(a) Helix Credits are a commercial prepayment for Helix's services and do not constitute a deposit, trust, escrow, or fiduciary arrangement;

(b) funds paid to Helix for Helix Credits become the general assets of Helix and are not held in a segregated or designated client money account;

(d) no regulatory protection scheme (including any deposit guarantee or electronic money safeguarding regime) applies to Helix Credits.

7.2 Permitted Use (Closed Loop)

Helix Credits may be used only to fund Booking Charges for services arranged through Helix under these Terms. Helix Credits are accepted only by Helix and cannot be used to pay third parties directly.

7.3 Non-Transferability

Helix Credits are non-transferable and may not be assigned, transferred, sold, pledged, or otherwise disposed of to any third party or to another customer account.

7.4 Currencies

Helix Credits are maintained in one or more supported currencies (currently USD, GBP, and EUR). Customer selects the top-up currency at the time of top-up. If Booking Charges are denominated in a different currency, Helix will apply conversion using the rate applied by Helix and/or its payment partners for settlement; the converted amount forms part of the Booking Charges.

7.5 Top-Ups (How to Fund Helix Credits) and Daily Card Cap

(a) Preferred funding method: Helix Credits are preferably funded by bank transfer (and Helix may provide invoice/payment instructions on request).

(b) Card top-ups (immediate funding) and cap: Helix may allow Helix Credits to be funded by card with immediate availability. To manage fraud and chargeback risk, immediately available card-funded top-ups are capped at an aggregate amount of USD 5,000 (or equivalent) per Customer account per 24-hour period (the "Daily Card Cap") or such other amount as Helix may notify to Customer from time to time, calculated using Helix's then-current applied conversion rate(s).

(c) Above the cap / enhanced checks: Top-ups above the Daily Card Cap must be funded by bank transfer and/or may be subject to additional verification and delayed availability.

(d) When credited: Top-ups are credited when cleared funds are received (bank transfer) or when the card payment is authorised and captured (card).

7.6 Requirement to Pre-Fund Bookings

Flights and hotels must be funded from Helix Credits. Helix will not confirm a flight or hotel Booking unless Customer has sufficient Helix Credits to cover the applicable Booking Charges at the time of confirmation. For the avoidance of doubt, the use of Helix Credits to fund a Booking does not alter the identity of the Supplier or other principal providing the underlying travel service, as identified at the time of Booking.

Restaurant reservations and experiences may be either (a) pre-funded from Helix Credits (where the Supplier requires advance payment), or (b) paid directly by the traveller at the venue (where the Supplier accepts payment at the time of service). Helix will indicate the payment method applicable to each Booking at the time of confirmation.

7.7 How Supplier Payments Are Made

Customer acknowledges that Helix settles Suppliers under Helix's own commercial arrangements with Suppliers. Customer's funding of Helix Credits and Helix's settlement of Suppliers do not create a trust, escrow, safeguarded client money, or fiduciary arrangement and do not, by themselves, change whether Helix is acting as disclosed intermediary / booking agent or in any other capacity in relation to the underlying travel service.

7.8 Refunds and Restricted Redemption

Helix Credits are not redeemable on demand. Refunds (if any) are available only:

at the end of the Subscription Term / non-renewal; or
on termination of the Terms by Helix or Customer (as applicable),

and in each case:

only after all outstanding Booking Charges, change/cancellation liabilities, chargebacks/disputes, and other amounts owed to Helix are settled; and
only to the original funding account (the originating bank account or card, where possible).

Helix may deduct from any refund amounts reasonably required to cover pending or contingent liabilities relating to Bookings already confirmed or requested.

7.9 Booking Refunds

Where a Supplier refunds Booking Charges to Helix (whether due to cancellation, schedule change, or otherwise in accordance with Supplier Terms), Helix will credit the refunded amount to Customer's Helix Credits balance within a reasonable period after receipt from the Supplier, less any applicable Supplier fees or deductions.

7.10 Taxes

Prices are exclusive of applicable taxes unless stated otherwise. Customer is responsible for any taxes, duties, or similar governmental charges applicable to subscription purchases or Bookings (other than taxes on Helix's net income).

8. Fees (No Other Fees)

Other than:

the subscription fees for Seats, and
the Booking Charges for each confirmed Booking,

Helix charges no additional fees.

(For clarity: Supplier-imposed fees — e.g., airline change fees or hotel cancellation penalties — are part of Booking Charges.)

9. Service Availability

9.1 Availability Commitment

Helix will use reasonable endeavours to make the Services available 24 hours a day, 7 days a week, except for:

(a) planned maintenance (which Helix will endeavour to schedule outside peak business hours and notify Customer of in advance where practicable);

(b) emergency maintenance required to address security vulnerabilities or critical issues;

(c) outages, degradation, or unavailability of third-party services on which the Services depend, including AI Infrastructure Providers, Suppliers, payment processors, and telecommunications or internet infrastructure;

(d) events of force majeure (as defined in Section 22); and

(e) suspension of access in accordance with these Terms.

9.2 No Guaranteed Uptime

The Services are provided as an AI-powered concierge that depends on third-party AI models and Supplier systems. Helix does not guarantee any specific level of uptime, availability, or response time under these Terms.

9.3 Service Level Agreements

Bespoke service level commitments (including uptime targets, response time commitments, and service credits) may be agreed in the Order Form. In the event of conflict between this Section 9 and the Order Form, the Order Form shall prevail.

9.4 Notification

Helix will use reasonable endeavours to notify Customer of any planned or unplanned service disruption that is likely to materially affect Customer's use of the Services, and to provide updates on resolution progress.

10. Changes, Cancellations, and Disruptions

10.1 Supplier Terms Govern

Supplier Terms govern changes, cancellations, and refunds for Bookings. Helix can submit change or cancellation requests on Customer's behalf but cannot override Supplier Terms. Unless Helix expressly agrees otherwise in writing, any right to transport, accommodation, or other underlying service arises under the applicable contract with the relevant Supplier or other principal and remains subject to the relevant Supplier Terms.

10.2 Disruptions

Disruptions (schedule changes, strikes, weather, overbooking, operational issues) are controlled by Suppliers. Helix will use reasonable efforts to assist with communications and rebooking when requested.

10.3 Regulatory Allocation

Helix may, at any time before confirmation, decline, separate, restructure, or require alternative fulfilment of a requested Booking if Helix reasonably believes that the requested Booking flow, combination of services, method of payment, or proposed fulfilment could cause Helix to be treated as an organiser, principal, ATOL holder, package travel provider, linked travel arrangement facilitator, or otherwise subject Helix to regulatory, licensing, bonding, financial protection, or similar obligations that Helix has not expressly agreed in writing to assume.

11. Travel Responsibilities and Insurance

11.1 Traveller Documentation

Customer is responsible for ensuring travellers have valid passports, visas, and entry permissions and comply with applicable laws. Traveller names must match government-issued ID exactly.

11.2 Travel Insurance (Recommended)

Helix strongly recommends that Customer maintains adequate travel insurance for its travellers, sufficient to cover common travel issues including delays, cancellations, missed connections, medical needs, and related disruption risks. Customer acknowledges that travel involves inherent risks and that appropriate insurance is the primary means of protection against such risks.

12. Acceptable Use Policy

12.1 General Acceptable Use

Customer and Authorised Users must not use the Services:

(a) unlawfully, fraudulently, or for any illegal purpose;

(b) in a way that violates the rights of any third party;

(d) in a way that increases disputes, chargebacks, or creates risk to Helix, Suppliers, or AI Infrastructure Providers; or

(e) in breach of any applicable laws, regulations, or sanctions.

12.2 AI-Specific Restrictions

Customer and Authorised Users must not:

(a) Attempt to extract or reverse-engineer the AI System, underlying models, training data, weights, or algorithms;

(b) Use the Services to generate training data for competing AI systems or to systematically extract model outputs for use outside the Services;

(d) Submit prompts designed to cause the AI System to generate harmful, illegal, discriminatory, or offensive content;

(e) Misrepresent AI-generated content as human-generated where such misrepresentation would be deceptive or harmful;

(f) Use the Services for high-risk or safety-critical applications where AI errors could result in death, personal injury, or significant property damage, unless expressly agreed in writing;

(g) Attempt prompt injection attacks or other techniques designed to manipulate the AI System into behaving contrary to its intended purpose; or

(h) Use the Services in violation of any AI Infrastructure Provider's acceptable use policies, which Helix may provide upon request.

12.3 Export Controls and Sanctions

Customer represents and warrants that:

(a) neither Customer nor any Authorised User is located in, or a national or resident of, any country subject to comprehensive sanctions by Jersey, the UK, US, EU, or UN;

(b) Customer is not, and no Authorised User is, listed on any applicable sanctions or restricted party list; and

12.4 Security Obligations

Customer is responsible for:

(a) maintaining the security of account credentials and access tokens;

(b) ensuring Authorised Users comply with this Acceptable Use Policy;

(d) implementing appropriate access controls and approval workflows.

12.5 Suspension Rights

Helix may suspend access immediately if Helix reasonably believes that Customer or any Authorised User has violated this Section 12, or where continued access creates material risk to Helix, Suppliers, AI Infrastructure Providers, or other customers.

12.6 Business Use Only

The Services are for business-to-business use only. Customer warrants that it is a business entity and that the Services will be used solely for Customer's business purposes in connection with Customer's trade, business, craft or profession. Customer must not use the Services for personal consumer travel, mixed leisure travel not properly within Customer's business purposes, or onward resale of Bookings to third parties. Helix may suspend or terminate access to any account that Helix reasonably believes is being used in breach of this Section 12.6.

13. AI System and Model Outputs

13.1 AI-Powered Services

The Services are powered by an AI System that uses large language models (LLMs) and related AI technologies to:

(a) interpret natural language prompts and voice inputs from Authorised Users;

(b) learn and apply user preferences and travel patterns;

(d) execute real-world actions (such as making bookings) on behalf of Authorised Users; and

(e) provide personalised assistance and recommendations.

13.2 AI Infrastructure Providers

The AI System relies on models and infrastructure provided by third-party AI Infrastructure Providers, which may include OpenAI, Anthropic, Google, Microsoft, Meta, and others. Customer acknowledges that:

(a) Helix may change AI Infrastructure Providers from time to time to improve service quality, performance, or cost efficiency;

(b) Input Data and Output Data may be processed by AI Infrastructure Providers in accordance with their terms and the DPA; and

(c) Helix implements appropriate contractual and technical safeguards with AI Infrastructure Providers but cannot guarantee their conduct.

13.3 No Guarantee of Accuracy

AI outputs may be incorrect, incomplete, or inappropriate. The AI System generates responses based on patterns in training data and available information, which may contain errors.

Customer and Authorised Users acknowledge that:

(a) Output Data is provided on an "as is" basis and may contain errors, omissions, or inaccuracies;

(b) the AI System may "hallucinate" information that appears plausible but is factually incorrect;

(d) Authorised Users must verify all Booking details (including dates, times, names, prices, and terms) before approval or confirmation.

13.4 No Professional Advice

The Services do not provide, and Output Data does not constitute:

(a) legal, tax, financial, or investment advice;

(b) medical, health, or safety advice; or

Customer should seek independent professional advice where appropriate.

13.5 Human Review and Approval

Customer acknowledges that:

(a) the AI System operates autonomously but seeks confirmation before completing significant actions (such as finalising Bookings);

(b) Customer is responsible for configuring appropriate approval workflows for its Authorised Users;

(c) once an Authorised User approves a Booking (whether explicitly or through configured auto-approval), Customer is bound by that Booking, provided that where the AI System has displayed materially incorrect Booking details prior to approval (such as incorrect dates, destinations, or prices), Helix will use reasonable efforts to correct or cancel the Booking, subject to Supplier Terms and any applicable Supplier fees; and

(d) Helix is not liable for Bookings made in accordance with Customer's configured approval workflows.

Further details of automated processing, approval flows, and agentic orchestration are set out in the DPA (Sections 10.3 and 10.3A).

13.6 Logging and Monitoring

Helix logs and monitors interactions with the AI System (including Input Data and Output Data) for the purposes of:

(a) providing and improving the Services;

(b) security, fraud prevention, and abuse detection;

(d) compliance with legal obligations; and

(e) where permitted under the DPA, product improvement and AI safety research.

13.7 Continuous Improvement

The AI System is continuously developed and improved. Helix may update, modify, or replace components of the AI System (including underlying models) without notice, provided such changes do not materially reduce the core functionality of the Services.

14. Intellectual Property

14.1 Helix IP

Helix and its licensors own all intellectual property rights in and to:

(a) the Services, including the platform, software, user interfaces, and documentation;

(b) the AI System, including (to the extent owned by Helix) models, algorithms, prompts, fine-tuning, and system architecture;

(d) any improvements, modifications, or derivative works of the foregoing.

Nothing in these Terms transfers any ownership of Helix IP to Customer.

14.2 Licence to Use Services

Subject to these Terms and payment of applicable fees, Helix grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to allow Authorised Users to access and use the Services during the Subscription Term for Customer's internal business purposes.

14.3 Customer Data and Input Data

Customer retains ownership of:

(a) Customer Data: information about Customer's business, Authorised Users, and travellers provided to Helix; and

(b) Input Data: prompts, queries, and instructions submitted by Authorised Users.

Customer grants Helix a non-exclusive, worldwide, royalty-free licence to use Customer Data and Input Data as necessary to:

(i) provide the Services (including processing by AI Infrastructure Providers);

(ii) comply with legal obligations;

(iii) maintain security and prevent abuse; and

(iv) as otherwise permitted under the DPA.

14.4 Output Data

Output Data (AI-generated responses, recommendations, and content) is provided to Customer for use in connection with the Services. Customer may use Output Data for its internal business purposes, subject to:

(a) any restrictions imposed by Supplier Terms (e.g., fare rules, usage restrictions);

(b) applicable intellectual property laws (noting that AI-generated content may have uncertain copyright status in some jurisdictions); and

14.5 Feedback

If Customer provides suggestions, ideas, or feedback about the Services ("Feedback"), Helix may use such Feedback without restriction or obligation to Customer. Feedback is not Customer confidential information.

14.6 Restrictions

Customer must not (and must ensure Authorised Users do not):

(a) copy, modify, or create derivative works of the Services or any component thereof;

(b) reverse engineer, disassemble, or decompile the Services or AI System, except to the extent expressly permitted by applicable law;

(d) remove or alter any proprietary notices or labels; or

(e) sublicense, sell, resell, or transfer the Services to any third party.

15. Confidentiality

15.1 Confidential Information

Each party (as "Receiving Party") may receive confidential information from the other party (as "Disclosing Party"). "Confidential Information" means information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including business plans, pricing, customer lists, technical data, and product roadmaps.

15.2 Obligations

The Receiving Party will:

(a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information (and in any event no less than reasonable care);

(b) use Confidential Information only to exercise rights or perform obligations under these Terms; and

(c) not disclose Confidential Information to third parties except to employees, contractors, and advisers with a need to know, who are bound by confidentiality obligations at least as protective as this Section.

15.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the Receiving Party before disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of Confidential Information.

15.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information if required by law, regulation, or court order, provided the Receiving Party (where legally permitted) gives the Disclosing Party prompt notice and reasonable assistance to seek protective treatment.

15.5 Security Assurance

Upon reasonable written request (no more than once per 12-month period), Helix will provide Customer with reasonable evidence of its compliance with applicable security requirements, which may include summary audit reports, certifications (e.g., SOC 2, ISO 27001), or written responses to reasonable security questionnaires.

16. Data Protection

16.1 Scope

This Section 16 and the DPA govern the processing of Personal Data in connection with the Services.

16.2 Roles

(a) For Personal Data of Authorised Users and travellers processed by Helix to provide the Services, Customer is the Controller and Helix is a Processor acting on Customer's documented instructions.

(b) For Personal Data that Helix processes for its own business purposes (e.g., billing contacts, account management, service analytics, fraud prevention, and legal compliance), Helix is an independent Controller.

16.3 Data Processing Addendum

The parties agree to the Data Processing Addendum available at https://heyhelix.ai/dpa, which is incorporated by reference. In the event of any conflict between these Terms and the DPA on matters of data protection, the DPA shall prevail.

16.4 Customer Obligations

Customer warrants that:

(a) it has provided all necessary notices to, and obtained all necessary consents or other legal bases from, Authorised Users and travellers for the processing of their Personal Data as contemplated by these Terms and the DPA;

(b) all Personal Data provided to Helix has been collected in accordance with applicable Data Protection Legislation; and

16.5 International Transfers

Customer acknowledges that provision of the Services requires transfer of Personal Data to Suppliers (airlines, hotels, border agencies, aggregators) located in various jurisdictions. Such transfers are necessary for the performance of travel services requested by Customer. Helix will implement appropriate safeguards for transfers to its own sub-processors, as further detailed in the DPA (Section 7 and Annexes III–IV).

17. Suspension and Termination

17.1 Suspension

Helix may suspend access immediately if:

Customer breaches these Terms (including non-payment);
Helix reasonably suspects fraud, abuse, or elevated chargeback risk; or
continued access creates material risk to Helix, Suppliers, or the Services.

Helix will provide notice of suspension promptly (where legally and practically possible) and will restore access once the issue giving rise to suspension is resolved.

17.2 Termination for Cause

Either party may terminate for material breach not cured within 30 days of written notice. Either party may terminate immediately upon written notice if the other party: (a) commits fraud or material illegal conduct; (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings.

17.3 Effect of Termination

Upon termination or expiration:

Customer access will end;
any outstanding Booking Charges and liabilities remain payable;
Helix Credits refunds (if any) will be handled under Section 7.8; and
each party will return or destroy the other's Confidential Information (except as required for legal or regulatory retention).
Data export: upon Customer's written request made within 30 days of termination or expiration, Helix will make available for download Customer's booking history, itinerary data, traveller profiles, and Helix Credits transaction history in a commonly used machine-readable format (e.g. CSV or JSON). Helix will make such data available within 30 days of receiving Customer's request. This right is in addition to (and does not limit) Customer's rights under the DPA in respect of Personal Data.

17.4 Survival

Sections 7.1 (Helix Credits), 7.8 (refunds), 14 (IP), 15 (Confidentiality), 16 (Data Protection), 18 (Indemnity), 19 (Disclaimers), 20 (Limitation of Liability), 21 (Governing Law), 22 (Force Majeure), and 23–28 (General Provisions) survive termination.

18. Indemnity

18.1 Customer Indemnity

Customer will indemnify, defend, and hold harmless Helix and its officers, directors, employees, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from or relating to:

(a) Customer's or Authorised Users' breach of these Terms;

(b) Customer's or Authorised Users' violation of applicable law;

(d) Customer's failure to obtain necessary consents for processing of Personal Data,

except to the extent caused by Helix's breach of these Terms or negligence.

18.2 Helix IP Indemnity

Helix will indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims that Customer's use of the Services (in accordance with these Terms) infringes the intellectual property rights of a third party, except to the extent the claim arises from:

(a) Customer's modification of the Services or combination of the Services with other products, services, or data not provided by Helix;

(b) Customer's use of the Services in violation of these Terms;

(d) Customer's continued use of the Services after Helix has notified Customer of modifications required to avoid infringement.

If Customer's use of the Services is, or in Helix's reasonable opinion is likely to become, the subject of an infringement claim, Helix may at its option and expense: (i) procure for Customer the right to continue using the Services; (ii) modify the Services to make them non-infringing without materially reducing functionality; or (iii) if neither (i) nor (ii) is commercially practicable, terminate the affected Services and refund any prepaid, unused subscription fees for the terminated Services.

This Section 18.2 states Helix's sole liability and Customer's exclusive remedy for any infringement or misappropriation of third-party intellectual property rights.

18.3 Indemnity Process

The indemnified party will provide the indemnifying party with prompt notice of any claim and reasonable cooperation (at the indemnifying party's expense). The indemnifying party will have sole control of the defence and settlement, provided that the indemnifying party may not settle any claim in a manner that admits liability on behalf of the indemnified party or imposes obligations on the indemnified party without the indemnified party's prior written consent.

19. Disclaimers

Except as expressly stated in these Terms, the Services are provided "as is" and "as available". To the maximum extent permitted by law, Helix disclaims all warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Helix does not warrant that the Services will be uninterrupted, error-free, or free of harmful components, or that Suppliers will perform without disruption. Helix does not guarantee the accuracy or completeness of AI-generated outputs.

20. Limitation of Liability

20.1 Exclusion of Consequential Damages

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, business, data, or goodwill, arising out of or relating to these Terms, regardless of the theory of liability and even if advised of the possibility of such damages. For the avoidance of doubt, this exclusion applies to claims arising under or in connection with the indemnification obligations in Section 18, and the indemnifying party's obligation extends only to direct losses, damages, and costs (including reasonable legal fees) suffered by the indemnified party.

20.2 Liability Cap

Subject to Section 20.4, Helix's aggregate liability arising out of or relating to these Terms will not exceed the greater of:

(a) the subscription fees paid by Customer to Helix in the 12 months preceding the event giving rise to the claim; or

(b) £10,000 (or USD 12,500, whichever is greater at the prevailing exchange rate).

20.3 Supplier and Force Majeure

Helix is not liable for acts or omissions of Suppliers (including flight cancellations, schedule changes, denied boarding, and hotel overbooking) or for events beyond Helix's reasonable control.

20.4 Exceptions

Nothing in these Terms limits or excludes liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(d) Customer's payment obligations under these Terms; or

(e) either party's indemnification obligations under Section 18, save that the exclusion of consequential damages in Section 20.1 shall apply to such obligations.

20.5 Allocation of Risk

The limitations and exclusions in this Section 20 reflect the allocation of risk between the parties and are a fundamental basis of the bargain between them. The fees charged by Helix reflect this allocation, and neither party would enter into these Terms without these limitations.

21. Governing Law and Dispute Resolution

21.1 Governing Law

These Terms are governed by and construed in accordance with the laws of Jersey, Channel Islands, without regard to conflict of law principles.

21.2 Dispute Escalation

Before commencing court proceedings (other than applications for urgent injunctive or interim relief), the parties will attempt to resolve any dispute in good faith. A party must provide written notice describing the dispute, and senior representatives of each party will meet (in person or by video conference) within 30 days to attempt resolution.

21.3 Jurisdiction

Subject to Section 21.2, the Jersey courts have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, unless the Order Form specifies otherwise.

22. Force Majeure

Neither party will be liable for any delay or failure in performance resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, pandemics, epidemics, government actions or restrictions, labour disputes not involving that party's employees, cyber-attacks, or failures of telecommunications, utilities, or internet infrastructure.

For travel services, force majeure includes airline cancellations, airport closures, airspace restrictions, severe weather events, and government-imposed travel bans or advisories.

The affected party must notify the other party promptly and use reasonable efforts to mitigate the impact. If a force majeure event continues for more than 60 days, either party may terminate the affected Order Form upon written notice without liability (other than for accrued payment obligations and confirmed Bookings).

23. Assignment

Neither party may assign these Terms without the other party's prior written consent, except that either party may assign without consent to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by these Terms. Any purported assignment in violation of this Section is void.

24. Notices

24.1 To Helix

Notices to Helix must be sent to: [email protected] or to Helix Technologies Limited at its registered office address, marked for the attention of "Legal".

24.2 To Customer

Notices to Customer will be sent to the email address associated with Customer's account or as specified in the Order Form.

24.3 Effectiveness

Notices are effective upon receipt (for email, when sent to the correct address without bounce-back).

25. Entire Agreement

These Terms, together with any Order Form, the DPA, and any policies or documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, proposals, negotiations, or communications, whether oral or written.

26. Amendments and Waiver

26.1 Amendments by Helix

Helix may update these Terms from time to time and will update the Effective Date above. If changes materially reduce Customer's rights or materially increase Customer's obligations, Helix will provide at least 30 days' prior notice. Continued use of the Services after the effective date of changes constitutes acceptance. If Customer does not agree to updated Terms, Customer may terminate by providing written notice before the changes take effect.

26.2 No Waiver

No failure or delay by either party in exercising any right or remedy will operate as a waiver thereof. A waiver is effective only if in writing and signed by the waiving party, and only for the specific instance stated.

27. General

27.1 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The parties will negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original intent.

27.2 No Third-Party Beneficiaries

These Terms do not confer any rights on any third party (including, for the avoidance of doubt, Suppliers or Authorised Users in their personal capacity). Only Customer and Helix may enforce these Terms.

27.3 Relationship of Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

27.4 Cumulative Remedies

Except as expressly stated, rights and remedies under these Terms are cumulative and not exclusive of any other rights or remedies.

27.5 Headings

Section headings are for convenience only and do not affect interpretation.

27.6 Publicity

Helix may identify Customer as a user of the Services in its marketing materials, website, and investor presentations, and may use Customer's name and logo for this purpose. Any use beyond identification as a Customer (such as case studies, testimonials, or detailed descriptions of Customer's use of the Services) requires Customer's prior written consent.

28. Contact

Helix Technologies Limited
30 Stopford Road, St Helier, JE2 4LZ, Jersey
Registered Number: 158737

All enquiries (including legal notices): [email protected]