Terms of Service

1. Who these Terms are between, and how they are accepted

These Terms are between Helios Cloud Suite LLC and the Customer named at sign-up or in an Order Form. The person who accepts these Terms for the Customer confirms that they have authority to bind the Customer.

Acceptance: the Customer accepts these Terms by subscribing to or using the Service, or by signing an Order Form that refers to them. Helios will add a terms-of-service consent box to the Stripe Checkout page; once it is in place, the Customer accepts these Terms by ticking it when it subscribes.

2. Definitions

In the Agreement, these capitalised words have these meanings:

• "Agreement" means these Terms plus every document incorporated into them under section 3, and any Order Form.
• "Authorized User" means a person the Customer allows to use the Service under the Customer's account, such as an employee or contractor.
• "Customer Data" means the mail, files, messages, calendars, documents and other content that the Customer or its Authorized Users store in or send through the Service.
• "Order Form" means an ordering document signed by Helios and the Customer that refers to these Terms, for example for an annual Subscription or an Enterprise plan.
• "Protected Health Information" or "PHI" has the meaning given in 45 CFR 160.103.
• "Seat" means the right for one Authorized User to have an account in the Service during the Subscription Term.
• "Security Incident" and "Breach" have the meanings given in the BAA or the DPA, whichever applies.
• "Service" means the Helios workspace service (mail, files, chat and meetings, team sites, documents, device management and the related admin portal) on the plan the Customer subscribes to.
• "Subprocessor" means a third party that Helios engages to process Customer Data, as listed in the Subprocessors List.
• "Subscription" means the Customer's paid right to use the Service on a given plan for a given number of Seats.
• "Subscription Term" means the period a Subscription runs for (monthly, or the term in an Order Form), including renewals.

3. The Agreement and the documents it includes

The following documents are part of the Agreement and are incorporated by reference:

• Billing, Cancellation & Refund Policy
• Acceptable Use Policy
• Data Processing Addendum (the "DPA")
• Business Associate Agreement (the "BAA"), only where Helios and the Customer have signed it
• Service Level Agreement (the "SLA"), for the plans it covers (see section 16)
• Support Policy
• Subprocessors List
• Data Retention & Deletion Policy
• any Order Form signed by both parties

The Privacy Policy explains how Helios handles personal information. If these documents conflict, the order in section 26 applies.

4. Accounts and Authorized Users

The Customer's administrator creates and manages Authorized User accounts. The Customer is responsible for:

• the accuracy of the account and billing information it gives Helios;
• everything its Authorized Users do in the Service, and their compliance with the Agreement, including the Acceptable Use Policy;
• keeping sign-in credentials confidential, and telling Helios promptly if it believes an account has been used without permission.

Today, two-factor sign-in is available to Authorized Users but is not required by the Service.

5. Subscriptions and Seats

Plans and what each includes are described on the Pricing page. Each Subscription is for a number of Seats. Today the Service does not create a new Authorized User account once every purchased Seat is in use.

• Seats at sign-up: the minimum is 1 Seat on every plan. Self-service sign-up accepts up to 1,000 Seats; for more, contact sales through the contact form.
• Start of the Subscription Term: the Subscription Term begins on the date of the Customer's payment in Stripe Checkout or, for a Subscription under an Order Form, on the start date the Order Form states.
• Changing Seats: Seats are changed as described in the Billing Policy.

6. Fees and billing

Fees are charged per Seat, in US dollars, at the prices on the Pricing page or in an Order Form. Monthly Subscriptions are billed monthly. Annual Subscriptions are billed upfront for the year at 10% off the monthly price. Helios will offer annual Subscriptions through Stripe Checkout; until that option is available at sign-up, they are arranged with the Helios sales team and set out in an Order Form. Payments are processed by Stripe through its hosted Checkout page.

Billing, payment, renewal, cancellation and refund rules are set out in the Billing, Cancellation & Refund Policy, which is part of the Agreement.

Price changes: prices for an annual Subscription are fixed for its Subscription Term. Price changes for a monthly Subscription take effect after at least 30 days' notice.

7. Taxes

Prices are exclusive of tax. Helios will collect applicable US sales tax, through Stripe Tax, in the states where Helios is registered to collect it; the Customer is responsible for any other taxes. See also the Billing Policy.

8. Renewal

• Monthly Subscriptions: renew automatically each month until cancelled.
• Annual Subscriptions: renew automatically for another year unless the Customer cancels at least 30 days before the end of the current Subscription Term.

9. Cancellation and termination

• Cancellation by the Customer: the Customer may cancel at any time. Helios will keep cancellation available to the Customer's administrator in Stripe's billing portal, opened from the admin portal's billing page; the process is described in the Billing Policy.
• When cancellation takes effect: at the end of the current paid billing period; the workspace is suspended when the Subscription ends.
• Termination for breach: either party may terminate the Agreement if the other materially breaches it and does not cure the breach within 15 days after written notice. No refund of prepaid fees is due on termination for breach.
• Suspension for non-payment: if a payment fails, Stripe may retry it. Helios will allow 14 days for a failed payment to be collected; if it has not been collected by then, the Subscription will end and the workspace will be suspended.
• Suspension for misuse: Helios may suspend or restrict the Service as set out in the Acceptable Use Policy.

10. What happens after cancellation or termination

When a Subscription ends, the Customer's workspace is suspended rather than deleted, and Customer Data is kept for the retention period below. Today a purge is a manual step taken by Helios staff; Helios will run the purge automatically at the end of the retention period.

• Suspension: today, a suspended Customer's administrator can no longer sign in to the admin portal. During the retention period after a Subscription ends, Authorized Users will have read-only access to the workspace so that they can export Customer Data.
• How long Customer Data is kept before purge: Helios will keep Customer Data for 30 days after the Subscription ends and will then purge it.
• Exporting Customer Data: until the purge, the Customer's administrator will be able to export Customer Data through self-service: files from the workspace, and mail over IMAP.
• Backup copies: Helios will keep backup copies for 30 days and then delete them.
• Reactivation: Helios will let a Customer reactivate during the retention period by resubscribing through self-service sign-up; the workspace and its Customer Data are then restored.

Where a BAA is signed, the return or destruction of PHI is governed by the BAA. Retention and deletion are described in more detail in the Data Retention & Deletion Policy. Sections that by their nature should survive termination (including fees owed, confidentiality, disclaimers, limitation of liability, indemnity and governing law) survive it.

11. Refunds

Refunds are handled manually today, under the rules in the Billing Policy.

12. Customer Data

• Ownership: as between Helios and the Customer, the Customer owns Customer Data. Helios does not sell Customer Data and does not scan it for advertising.
• Permission to process: the Customer gives Helios permission to host, store, copy, transmit and otherwise process Customer Data only as needed to provide, secure and support the Service, to follow the Customer's instructions, and to meet legal obligations. The DPA and, where signed, the BAA add further terms.
• Customer responsibilities: the Customer is responsible for having the rights and consents needed to put Customer Data into the Service, and for the sharing choices its Authorized Users make. Today, the Service allows Authorized Users to create public share links that people outside the Customer's organisation can open.
• Usage data: Helios may use aggregated or de-identified usage data, which does not identify the Customer or any individual, only to operate and improve the Service.

13. Subprocessors

Helios uses Subprocessors to provide the Service. The current Subprocessors are listed in the Subprocessors List. How Helios engages Subprocessors, how the Customer is told about changes, and what the Customer can do if it objects are set out in the DPA.

14. Acceptable use

The Customer and its Authorized Users must follow the Acceptable Use Policy, which is part of the Agreement.

15. HIPAA and the Business Associate Agreement

Business Associate Agreements ("BAAs") will be available to customers subject to HIPAA once Helios's hosting move is complete; Helios does not offer them today. A BAA applies only where Helios and the Customer have both signed it, and only to the Service covered by it. Once signed, the BAA is part of the Agreement; its text is at /baa.

• Hosting dependency: Helios will offer BAAs once the Service runs on a hosting provider that signs a BAA. Until then, Helios does not offer BAAs or accept PHI.
• Which plans: a BAA will be available on all paid plans once hosting moves (see /baa).
• PHI without a signed BAA: the Customer must not store or send PHI in the Service unless Helios and the Customer have signed a BAA.
• AI support assistant: Customers that have signed a BAA may use the AI support assistant, but must not include PHI in support tickets; the ticket form will show a warning to that effect.

Signing a BAA does not by itself make the Customer's use of the Service meet the Customer's own obligations under HIPAA; the Customer remains responsible for how it configures and uses the Service. To ask about BAA availability, use the contact form.

16. Service levels

The Service Level Agreement at /sla applies only to Customers with an active, paid Subscription on the Business or Enterprise plan, and only on the terms it states. For the other plans, no SLA applies: Helios makes no uptime or availability commitment and offers no service credits. Target times for a first response to a support request are set out in the Support Policy; they are targets, not guarantees.

17. Support

Support is provided as described in the Support Policy. As shown on the Pricing page, support from the Helios team is included from the Premium plan up. On Basic and Standard, a person at Helios handles support requests about billing, account access and outages, as set out in the Support Policy. Support requests may first be read by an automated assistant, as described in the Privacy Policy and the Support Policy.

18. Confidentiality

Each party will use the other party's non-public business, technical and financial information that is marked confidential, or that a reasonable person would understand to be confidential, only to perform under the Agreement, and will protect it with at least reasonable care. This does not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already knew or independently developed, or that it lawfully received from someone else. A party may disclose confidential information where the law requires it, after giving the other party notice where the law allows. Customer Data is also protected by the DPA and, where signed, the BAA.

How long this lasts: these obligations survive termination. For trade secrets, they last for as long as the information remains a trade secret; for other confidential information, they last for 3 years after termination.

19. Warranties and disclaimers

Warranty: Helios warrants that the Service will perform materially as described in the Agreement. If it does not, the Customer's sole remedy is for Helios to re-perform or correct the Service or, if Helios cannot do so within a reasonable time, to terminate the affected Subscription and receive a refund of prepaid fees for the unused part of the Subscription Term.

Except for the warranty above and as expressly stated in the Agreement, the Service is provided "as is" and "as available," and Helios disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, to the extent the law allows. Descriptions of security measures on the Security Overview page describe the Service today and are not a warranty unless the Agreement says so.

20. Limitation of liability

• Cap: each party's total liability arising out of the Agreement will not exceed $50,000.
• Exclusions from the cap: the cap does not apply to indemnity obligations, breach of confidentiality, the Customer's payment obligations, or a party's gross negligence or wilful misconduct.

To the extent the law allows, and subject to the exclusions above, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits or revenue, arising out of the Agreement.

21. Indemnity

Helios will defend the Customer against third-party claims that the Service infringes their intellectual property rights, and will pay the damages and costs finally awarded or agreed in settlement. The Customer will defend Helios against third-party claims arising from Customer Data or from a breach of the Acceptable Use Policy, and will pay the damages and costs finally awarded or agreed in settlement.

22. Governing law and venue

• Governing law: the Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.
• Venue and disputes: any dispute arising out of the Agreement will be resolved by binding arbitration administered by the American Arbitration Association (AAA), with the seat of arbitration in Wilmington, Delaware, except that either party may bring an individual claim in small-claims court.

23. Changes to these Terms

Helios may update these Terms. Changes take effect for an existing Subscription at the start of its next renewal term. Each version shows its "Last updated" date at the top of this page.

24. Notices

• Notices to Helios: legal notices must be sent to Helios Cloud Suite LLC, delivered to its holding company, Manticore Holdings LLC, 15 Vahlsing Way, Robbinsville, NJ 08691, with a copy by email to support@helioscloudsuite.com.
• Notices to the Customer: Helios sends notices to the Customer by email to the account administrator's address, and will also post them as a notice in the admin portal.

25. Publicity

Helios will not name the Customer, or use its name or logo, as a customer reference without the Customer's prior written consent.

26. Order of precedence

If the documents that make up the Agreement conflict, these Terms control over an Order Form, unless the Order Form expressly names the section of these Terms that it overrides.

27. General provisions

• Entire agreement: the Agreement is the entire agreement between the parties about its subject and replaces any earlier agreement about it. Terms in a Customer purchase order or similar document do not apply.
• Assignment: Helios may assign the Agreement without the Customer's consent. The Customer may not assign it without Helios's prior written consent.
• Severability: if a court finds part of the Agreement unenforceable, the rest stays in effect.
• No waiver: a party's failure to enforce a term is not a waiver of it.
• Events outside a party's control: neither party is liable for a delay or failure caused by events beyond its reasonable control, other than a failure to pay fees.
• Relationship: the parties are independent contractors. The Agreement creates no partnership, agency or joint venture, and gives no rights to third parties.
• Electronic acceptance: the Agreement and any Order Form may be accepted or signed electronically.

28. Contact

Questions about these Terms can be sent to support@helioscloudsuite.com. Formal legal notices must be sent as set out in section 24.