Terms and Conditions

1. Service Provider Identification

Pursuant to Article 10 of Spanish Law 34/2002, of 11 July, on Information Society Services and Electronic Commerce (LSSI-CE):

2. Definitions

• "Service" — The Helios software-as-a-service platform, including all features, integrations, and functionalities.
• "User" or "You" — The legal entity or natural person using the Service in a professional capacity.
• "Provider", "We", or "Us" — PARROT PARTNERS, SOCIEDAD LIMITADA.
• "Client Data" — Business data from the User's integrated systems (such as point-of-sale, booking, subscription, and inventory platforms) that is processed through the Service.
• "Platform Data" — Data generated through use of the Service, including conversations, queries, and usage metrics.

3. Nature of the Service

3.1 Service Description

Helios is a data analytics platform that integrates with the User's business systems to provide automated reporting and AI-assisted business insights. The Service extracts, transforms, and aggregates data from connected platforms and provides an AI-powered conversational interface for querying and analysing business performance.

3.2 Supported Integrations

The Service may integrate with third-party platforms including, but not limited to, point-of-sale systems, booking and appointment platforms, subscription management tools, inventory and food cost systems, advertising platforms, and spreadsheet services. The availability of specific integrations may change without notice.

3.3 AI Disclosure

Per Regulation (EU) 2024/1689 (AI Act):

• The Service uses artificial intelligence to interpret data queries and generate business insights.
• AI-generated insights are provided as analytical support for human decision-making, not as professional advice.
• The User retains sole responsibility for business decisions made using insights from the Service.
• The Provider makes no representation regarding the accuracy, completeness, or suitability of AI-generated insights for any particular purpose.

4. Acceptance and Formation of Contract

Access to or use of the Service constitutes acceptance of these Terms, forming a binding contract under Spanish law. Users acting on behalf of legal entities represent that they possess authority to bind that entity.

5. User Eligibility

The Service is provided exclusively on a business-to-business basis. Users represent and warrant that they are:

• Acting in the course of trade, business, craft, or profession;
• At least eighteen (18) years of age or the legal majority age in their jurisdiction;
• In possession of full legal capacity to enter binding contracts; and
• Providing accurate and complete registration information.

The Service is not intended for consumers within the meaning of EU Directive 2011/83/EU, Spanish consumer protection legislation, or equivalent consumer protection laws in any jurisdiction.

6. User Account

6.1 Account Obligations

Users must maintain the confidentiality of their credentials and bear responsibility for all activities conducted through their account. Suspected unauthorised access must be reported immediately to [email protected].

6.2 Security Requirements

Users agree to implement reasonable security measures, including the use of strong passwords, and shall not share credentials with unauthorised persons.

7. Licence Grant and Restrictions

7.1 Licence

Subject to compliance with these Terms, the Provider grants the User a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for internal business purposes during the term of the agreement.

7.2 Prohibited Conduct

Users shall not:

• Copy, reproduce, modify, adapt, or create derivative works of the Service;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service;
• Rent, lease, lend, sell, sublicence, or transfer access to third parties;
• Use the Service to develop competing products or services;
• Use automated systems to access the Service except through official APIs;
• Circumvent or interfere with usage limitations or security features;
• Attempt to access data belonging to other users of the Service;
• Use the Service for unlawful purposes or in violation of applicable law.

8. Client Data and Integrations

8.1 Ownership

The User retains all rights in their Client Data. The Provider processes Client Data solely to provide the Service and in accordance with the Data Processing Agreement between the parties.

8.2 Data Processing

Where the Service processes Client Data on behalf of the User, the User is the data controller and the Provider is the data processor within the meaning of the GDPR and any other applicable data protection legislation. The terms of such processing are governed by the Data Processing Agreement, which prevails over these Terms for data protection matters.

8.3 No AI Training on Client Data

The Provider does not use Client Data to train AI models. The Provider does not allow third-party AI service providers to use Client Data for model training. Client Data transmitted to AI service providers is used solely to generate responses for the User.

8.4 Third-Party Integrations

When connecting third-party platforms:

• The User authorises the Provider to access and extract data from connected platforms as necessary to provide the Service;
• The User is responsible for ensuring they have the right to share data from connected platforms with the Provider;
• The Provider is not affiliated with any third-party platform;
• Use of third-party platforms remains subject to those platforms' own terms; and
• The Provider does not guarantee the availability, accuracy, or completeness of data from third-party platforms.

8.5 API Credentials

The User provides API credentials for connected platforms. These credentials are stored in encrypted form and used solely to access the User's data. The User may revoke access at any time by removing credentials or disconnecting the integration.

9. AI-Assisted Insights

9.1 Nature of Insights

The Service provides AI-assisted business insights through a conversational interface. When generating insights, the Service may query the User's Client Data and transmit query results to AI service providers for interpretation.

9.2 AI Sub-processing

Query results transmitted to AI service providers may include Personal Data from the User's integrated systems. Such processing is governed by the Data Processing Agreement.

9.3 Limitations

• AI-generated insights are based on the data available and may be incomplete, inaccurate, or unsuitable for specific decisions.
• The Service does not provide financial, legal, tax, or other professional advice.
• The User bears sole responsibility for verifying insights and for any business decisions made using the Service.

10. Intellectual Property

10.1 Provider IP

The Service, including its design, architecture, algorithms, and documentation, is the exclusive property of the Provider. Nothing in these Terms transfers ownership of any intellectual property to the User.

10.2 Platform Data

Conversations and queries conducted through the Service are stored to provide conversation continuity and may be used by the Provider in anonymised and aggregated form for Service improvement. The Provider shall not use identifiable Client Data for any purpose other than providing the Service.

10.3 Feedback

Any feedback, suggestions, or ideas provided by the User may be used by the Provider without obligation or compensation.

11. Fees and Payment

11.1 Pricing

Fees for the Service are as set out in the applicable subscription plan or service agreement. All prices are stated in the currency specified in the applicable Order Form or pricing schedule and are exclusive of applicable taxes.

11.2 Billing

Subscriptions are billed in advance and renew automatically unless cancelled prior to the renewal date. The Provider shall provide no less than thirty (30) days' notice of any price modifications.

11.3 Refunds

Fees are non-refundable except where required by applicable law or as specifically agreed in the service agreement.

11.4 Fair Use of AI Features

The Service includes AI-assisted analytics features that rely on third-party AI infrastructure with associated costs. These features are provided subject to a fair use policy designed to ensure equitable access for all users.

Fair use means usage consistent with normal business analytics operations — asking questions about business performance, generating reports, and exploring data trends. Examples of usage that may exceed fair use include, but are not limited to: automated or scripted queries, systematic bulk data extraction through the conversational interface, or sustained query volumes substantially exceeding typical business analytics use.

The Provider monitors aggregate usage patterns and reserves the right to: (a) notify the User if usage materially exceeds typical patterns for the User's plan tier; (b) apply reasonable rate limits to preserve service quality for all users; and (c) in cases of sustained excessive usage, propose an adjusted fee to reflect actual consumption, subject to thirty (30) days' written notice.

The Provider shall not suspend or restrict AI features without first notifying the User and providing a reasonable opportunity to adjust usage. Usage data used for fair use assessment is aggregated and does not involve review of individual query content.

12. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Service is provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, or statutory.

The Provider does not warrant that:

• The Service will meet the User's requirements or expectations;
• The Service will be uninterrupted, timely, secure, or error-free;
• AI-generated insights will be accurate, complete, reliable, or suitable for any particular purpose;
• Data from third-party integrations will be accurate or complete; or
• The Service will be compatible with all business systems or platforms.

13. Limitation of Liability

To the maximum extent permitted by applicable law:

• The Provider shall not be liable for indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, revenue, data, or business opportunities;
• The Provider's total aggregate liability arising from or related to the Service shall not exceed the total fees paid by the User in the twelve (12) months preceding the claim.

These limitations do not apply to: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) wilful misconduct or gross negligence; or (iv) any liability that cannot be excluded or limited under applicable law.

14. Indemnification

The User agrees to indemnify, defend, and hold harmless the Provider, its directors, officers, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• The User's use of the Service;
• The User's breach of these Terms or applicable law;
• The User's Client Data or the consequences of processing it; or
• Any third-party claim related to the User's business decisions based on insights from the Service.

15. Confidentiality

15.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") in connection with the Service, whether disclosed orally, in writing, or by inspection, including: business plans, pricing, technical data, product roadmaps, Client Data, and the terms of any service agreement between the parties. Confidential Information does not include information that:

(a) is or becomes publicly available through no fault of the Receiving Party; (b) was lawfully known to the Receiving Party prior to disclosure, without restriction on use or disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

15.2 Obligations

The Receiving Party shall: (i) use Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Terms; (ii) not disclose Confidential Information to third parties except to employees, contractors, or professional advisors who have a need to know and are bound by obligations of confidentiality no less protective than this Section; and (iii) protect Confidential Information with at least the same degree of care it uses for its own confidential information of similar nature, and in any event no less than reasonable care.

15.3 Compelled Disclosure

If the Receiving Party is compelled by law, regulation, or court order to disclose Confidential Information, it shall, to the extent legally permitted, provide the Disclosing Party with prompt prior written notice so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only the minimum information required.

15.4 Duration

Confidentiality obligations under this Section survive termination of these Terms for a period of three (3) years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

16. Term and Termination

16.1 Termination by User

The User may terminate at any time by written notice to [email protected].

16.2 Termination by Provider

The Provider may suspend or terminate the User's access immediately upon: (i) breach of these Terms; (ii) failure to pay fees; (iii) requirement of law; or (iv) discontinuation of the Service.

16.3 Effects of Termination

Upon termination: (i) all licences granted under these Terms terminate immediately; (ii) the User may request return of Client Data within thirty (30) days; (iii) the Provider shall delete Client Data in accordance with the Data Processing Agreement; and (iv) provisions relating to confidentiality, data ownership, intellectual property, disclaimers, limitation of liability, indemnification, and governing law shall survive.

17. Governing Law and Jurisdiction

17.1 Applicable Law

These Terms are governed by the laws of the Kingdom of Spain, without regard to conflict of law principles, unless the applicable Order Form specifies otherwise.

17.2 Jurisdiction

Any disputes arising from or related to these Terms shall be subject to the exclusive jurisdiction of the courts of Tarragona, Spain, unless the applicable Order Form specifies an alternative jurisdiction.

17.3 Pre-Litigation Procedure

The parties agree to attempt resolution in good faith before initiating legal proceedings. Written dispute notices should be sent to [email protected].

18. Modifications to These Terms

The Provider may modify these Terms by publishing updated terms at gethelios.io/terms. The Provider shall notify the User by email no less than thirty (30) days before any material modification takes effect. Continued use of the Service after the effective date of a modification constitutes acceptance of the updated Terms. If the User does not agree with a modification, the User may terminate the Service in accordance with Section 16.1 before the modification takes effect.

19. General Provisions

• Entire Agreement: These Terms, the Privacy Policy, and any applicable Data Processing Agreement and service agreement constitute the entire agreement between the parties.
• Severability: If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary; the remaining provisions shall continue in full force.
• Assignment: The User may not assign or transfer rights or obligations under these Terms without prior written consent.
• Force Majeure: The Provider shall not be liable for failure to perform obligations due to circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, government orders or sanctions, war or civil unrest, cyberattacks, failure of third-party infrastructure or AI service providers, power or telecommunications outages, and labour disputes.
• Waiver: Failure to enforce any provision does not constitute a waiver of the right to enforce it subsequently.

20. Contact Information