Terms of Service

Independent parties

These Terms do not create a partnership, joint venture, employment, franchise, or agency relationship between you and Helm.

No employment

Guides act as independent professionals. Helm does not control how, when, or where Guides perform services.

Not a party to Bookings

Contracts for services are between Agencies and Guides. Helm does not guarantee performance, quality, or payment and is not liable for disputes between Users except as expressly set out here.

Subscriptions

Agencies may subscribe to paid plans to access certain features. Subscription fees are charged by Helm and processed through our payment provider. During the closed beta period, all subscriptions are free of charge.

Guides do not pay any fees to use the Service.

No Payment Processing

Helm does not process payments between Agencies and Guides. All payments for Bookings are handled directly between Agencies and Guides outside of the Helm platform. Agencies are solely responsible for paying Guides for services rendered.

Taxes & Invoices

Each party is responsible for its own taxes (including VAT) on amounts it receives. Helm may issue invoices for subscription fees. Users are responsible for issuing invoices to each other where applicable for Booking-related payments.

DAC7 Reporting

As required by EU Directive 2021/514 (DAC7), Helm may collect and report certain information about transactions to relevant tax authorities. This includes information about the platform operator, sellers, and reportable activities. By using the Service, you agree to provide accurate information when requested for tax reporting purposes.

Ranking parameters

The order in which Guides are suggested or displayed may consider:

• (a) availability/conflict risk
• (b) response time/acceptance rate
• (c) completion/cancellation history
• (d) distance/travel time
• (e) Agency preferences
• (f) paid or premium placements (clearly labeled, if implemented)

Weights may evolve over time.

Differentiated treatment

If Helm operates house accounts or paid placements, this will be disclosed and labeled in the UI.

Data access

Business users can export their own data (e.g., Bookings, schedules). Helm may provide aggregate analytics at its discretion. Helm does not sell personal data.

Changes notice

Material changes to how ranking significantly affects Users will be notified with at least 15 days' advance notice where feasible.

Internal complaints

Users may submit complaints at support@helmkit.com. We will acknowledge and endeavor to resolve complaints in a reasonable timeframe.

Suspension/termination disclosure

If we suspend or terminate an account, we will provide reasons unless legally restricted. You may appeal via the complaint channel.

Consumer rights

If you are a consumer within the European Union or France, you have the right to access out-of-court dispute resolution mechanisms. You may contact a mediator or file a complaint with the relevant consumer protection authority.

Controller vs processor

Helm acts as independent controller for account, billing, security, fraud prevention, and platform analytics. Helm acts as processor for availability checks and certain staffing workflows on behalf of Users. When acting as processor, our Data Processing Addendum (DPA) applies.

Subprocessors & transfers

We use vetted providers and implement appropriate safeguards, including Standard Contractual Clauses where applicable.

Privacy Policy

Our Privacy Policy explains categories of data, purposes/legal bases, retention, transfers, security, and rights. Please review it at /privacy.

Intellectual Property

Helm and its licensors own all rights, title, and interest in and to the Service and all related intellectual property, whether registered or unregistered, including all enhancements, modifications, and derivative works. No rights are granted to you except the limited, revocable license necessary to use the Service in accordance with these Terms.

User Content License

You retain ownership of your User Content. By submitting or making available any User Content, you grant Helm a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to host, reproduce, adapt, modify, create derivative works from, distribute, perform, display, transmit, and otherwise use and exploit such User Content in any form or medium, for any purpose connected to the operation, provision, improvement, promotion, or development of the Service or Helm's business.

Assurances

You represent and warrant that:

1. you have all necessary rights, licenses, and permissions to grant the foregoing license;
2. your User Content does not infringe, misappropriate, or otherwise violate any third-party rights;
3. Helm's use of your User Content in accordance with these Terms will not give rise to any liability. You agree to indemnify and hold harmless Helm and its affiliates from any claims or losses arising out of your User Content.

Feedback

Any feedback, suggestions, or ideas you provide are non-confidential and become Helm's sole property. You assign and agree to assign all rights in such feedback to Helm, and Helm may use it without restriction, attribution, or compensation.

By Users

You will defend, indemnify, and hold harmless Helm, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

1. your services, activities, or User Content;
2. your violation of law (including tax, labor, and employment obligations); or
3. your breach of these Terms.

By Helm

Subject to the conditions below, Helm may, at its sole discretion, defend you against a third-party claim alleging that the unmodified Service, when used in strict accordance with these Terms, directly infringes such third party's intellectual property rights. This limited obligation does not apply to claims arising from:

1. your User Content;
2. your misuse or modification of the Service;
3. your combination of the Service with third-party products or services not provided or authorized by Helm;
4. your failure to use updated or replacement versions of the Service made available by Helm to avoid a potential infringement.

Conditions

Indemnification obligations are subject to the indemnified party:

1. promptly notifying the indemnifying party of the claim;
2. allowing the indemnifying party sole control of the defense and settlement;
3. providing reasonable cooperation at the indemnifying party's expense.

Exclusions

To the maximum extent permitted by law, Helm will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, goodwill, opportunities, or data, whether or not foreseeable, and regardless of legal theory.

Cap

Helm's aggregate liability for all claims relating to the Service will not exceed the total prorated fees you paid to Helm for subscription services in the twelve (12) months immediately preceding the claim. If you use the Service free of charge, Helm's liability will be limited to €100.

Mandatory exceptions

Nothing in these Terms excludes or limits Helm's liability for:

• death or personal injury caused by Helm's negligence or willful misconduct;
• fraud or fraudulent misrepresentation;
• gross negligence or willful misconduct (faute lourde or dol under French law);
• any liability that cannot be excluded or limited under applicable law.

Consumer rights

If you are a consumer, these limitations apply only to the extent permitted by applicable consumer protection law. Your statutory rights as a consumer are not affected by these Terms.

Sole remedy

Subject to the mandatory exceptions above, the limitations in this Section are your exclusive remedy for any claims against Helm relating to the Service.

By You

You may stop using the Service and request account deletion at any time, subject to Helm's legal, regulatory, and financial record-keeping obligations.

By Helm

Helm may suspend or terminate your access (in whole or in part) at any time for any breach of these Terms, to mitigate risk, for compliance or legal reasons, or if Helm otherwise determines in its discretion that continued provision is no longer viable. Where legally required or feasible, Helm will provide advance notice and the reason for termination or suspension.

Effect of termination

Upon termination, your right to use the Service immediately ceases. Provisions that by their nature should survive termination (including Sections 6, 7, 11, 13, 14, 16, and 17) will survive.

Changes to Terms

Helm may update these Terms at any time. Material changes to these Terms will generally be notified at least fifteen (15) days in advance, except where immediate change is required for legal, security, or operational reasons. Continued use of the Service after the effective date of any update constitutes acceptance.

If you are a business user subject to the Platform-to-Business Regulation (EU) 2019/1150, you will receive at least 15 days' notice of changes that affect your access to or use of the Service, unless immediate change is necessary for legal, security, or operational reasons.

Business users

If you are a business user, any disputes shall be subject to the exclusive jurisdiction of the Tribunal de Commerce de Paris, France.

Consumer users

If you are a consumer, nothing in these Terms affects your right to bring proceedings in the courts of your country of residence. We may bring proceedings against you only in the courts of your country of residence.