1.1

Company details. Helix Holdco Limited (company number 11206420) (we and us) is a company registered in England and Wales and our registered office is at One Pancras Square, London, N1C 4AG. Our VAT number is 407910114. We operate the website/app www.helixgroup.io.

1.2

Contacting us. To contact us, send us an email at hello@helixgroup.io. How to give us formal notice of any matter under the Contract is set out in clause 16.2.

1.3

Professional indemnity insurance. We maintain professional liability insurance. Our compulsory insurer is Simply Business, and our policy number is CHGP3799009XB.

2.1

Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2

Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

2.3

Language. These Terms and the Contract are made only in the English language.

2.4

Your copy. You should print off a copy of these Terms or save them to your computer for future reference.

3.1

Placing your order. Please follow the onscreen prompts to place your order. You may only submit an order using the method set out on the website/app. Each order is an offer by you to buy the services specified in the order (Services) subject to these Terms.

3.2

Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.

3.3

Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.

3.4

Accepting your order / Subscription confirmation. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.

3.5

If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.

4.1

Descriptions and illustrations. Any descriptions or illustrations on our website/app are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.

4.2

Compliance with specification. Subject to our right to amend the specification (see clause 4.3) we will supply the Services to you in accordance with the specification for the Services appearing on our website/app at the date of your order in all material respects.

4.3

Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.

4.4

Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.

4.5

Time for performance. We will use reasonable endeavours to meet any agreed performance dates, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.

5.2

You confirm and undertake that you are a Financial Conduct Authority regulated investor governed by UK and/or EU law.

5.3

You agree and undertake to sign up to and execute non-disclosure agreements and non-compete agreements when prompted by us prior to viewing any projects listed on our website/app.

5.4

You understand and agree that any bid for a project on our website/app is final and can only be revoked in exceptional circumstances and strictly conditional on the express consent of us (who will have absolute discretion to decide on whether to consent).

5.5

You agree and undertake to provide bi-weekly update reports to us, containing such information as we reasonably request, to enable us to be kept fully informed of the transaction.

6.1

In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause.

6.2

The Charges are the prices quoted on our site at the time you submit your order (including any upfront/activation fees). When and how long these prices apply will also be set out at the time you submit your order.

6.3

We use our best efforts to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 6.6 for what happens if we discover an error in the price of the Services you ordered.

6.4

We reserve the right to increase the Charges at any time.

6.5

Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.

6.6

It is always possible that, despite our best efforts, some of the Services on our site may be incorrectly priced. Where the correct price for the Services is less than the price stated on our site, we will charge the lower amount and if the correct price for the Services is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.

7.1

Unless agreed otherwise at the time you submit your order, payment for the Services is in advance. We will take your first payment upon acceptance of your order and will take subsequent payments monthly in advance.

7.2

Payment for the Services is by direct debit. Your designated bank account will be charged automatically each month.

7.3

For any failed or cancelled payments, a £20 administration fee will be levied.

7.4

If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 13 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 8% a year above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%.

Unless agreed otherwise at the time you submit your order, payment for the Services is in advance. We will take your first payment upon acceptance of your order and will take subsequent payments monthly in advance.

All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will belong to us.

10.2

We will process your personal information in accordance with our privacy policy the terms of which are incorporated into this Contract.

11.1

We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £2,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.

11.4

Subject to clause 11.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Charges paid under the Contract.

11.5

We have given commitments as to compliance of the Services with the relevant specification in clause 4.2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

11.6

Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

11.7

Nothing in these Terms limits or affects the exclusions and limitations set out in our website.

11.8

This clause will survive termination of the Contract.

12.1

We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 12.2.

12.3

Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

13.2

Consequences of termination

13.3

Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

13.4

Minimum Term. The minimum term of the Contract together with any notice periods thereafter are as set out in the order process and on the website/app.

14.1

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

14.3

You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.

You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of twelve months following termination of the Contract.

16.1

When we refer to "in writing" in these Terms, this includes email.

16.2

Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

16.4

In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email that such email was sent to the specified email address of the addressee.

16.5

The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

17.2

Variation. Any variation of the Contract only has effect if it is agreed in writing between you and us (or our respective authorised representatives).

17.3

Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

17.4

Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

17.5

Third Party Rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

17.6

Governing Law and Jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.