Terms

These Terms of Service (the "Terms") govern your access to and use of the Helm platform, the Helm account and all related services (together, the "Services").

The Services are provided by Helmpay Limited, a company registered in England and Wales with company number 16417022, whose registered office is at 2 Frederick Street, London, England, WC1X 0ND ("Helm", "we", "us", "our"). Helm is a trading name of Helmpay Limited.

These Terms form a binding agreement between Helm and the business entity that opens or holds a Helm account (the "Customer", "you", "your"). By opening a Helm account, accessing the platform or instructing a payment, you agree to be bound by these Terms.

The Services are provided to businesses only. They are not offered to consumers, and the protections available to consumers under applicable law do not apply to this agreement.

The person accepting these Terms represents that they are authorised to bind the Customer. If you are not so authorised, you must not accept these Terms or use the Services.

Our Privacy Policy and our Cookie Policy form part of this agreement. Where a Partner imposes its own terms on a service it provides, those terms apply to that service in addition to these Terms, and prevail to the extent of any conflict in respect of that service.

In these Terms:

Helm is not a bank. Helm is a financial technology company. We do not take deposits, we do not carry on the business of banking, and we do not hold a banking licence in any jurisdiction.

Account and payment services are provided by licensed Partners. Helm provides the Platform through which you access those services, together with onboarding, operational and support services.

Amounts recorded in your Account are not bank deposits. They are not protected by the Financial Services Compensation Scheme, by the Federal Deposit Insurance Corporation or by any equivalent deposit guarantee or investor compensation scheme, except to the extent that a Partner expressly states otherwise in respect of funds it holds. Any such protection applies at the level of that Partner, is subject to that scheme's own conditions and limits, and generally protects against the failure of that institution rather than against any other loss.

Balances are held by our Partners in accordance with the arrangements those Partners operate, as described in the terms applicable to the relevant Partner service.

If a Partner, a custodian or a Digital Dollar issuer becomes insolvent, your ability to recover the full value of your balance may be affected, and recovery may be delayed or incomplete.

We do not pay interest on balances. Helm does not itself provide credit, lending, overdraft or trade finance facilities. Where Helm facilitates access to financing from a third-party financing provider, that financing is provided by the relevant provider under its own terms and remains subject to its eligibility, underwriting and credit approval.

Account Details made available to you are virtual collection details enabling funds to be routed to your Account. They are not an account held directly with a bank in your name, unless a Partner expressly states otherwise.

The Services available to you depend on your jurisdiction, your business activity and the arrangements in place with our Partners. We may add, withdraw, restrict or vary any element of the Services in accordance with clause 21.

To open an Account you must be a body corporate, partnership or other business entity, duly formed and in good standing, carrying on a lawful business activity in a Supported Jurisdiction.

We do not provide the Services to individuals acting in a personal capacity, to entities we are prohibited from serving under applicable law or Partner requirements, or to businesses engaged in activities we do not support.

You must not use the Services if you, any beneficial owner, any director or officer, or any Team User is:

subject to sanctions administered by the United Kingdom, the United States, the European Union, the United Nations or any other applicable authority, or is resident, located or organised in a jurisdiction subject to comprehensive sanctions; or

otherwise prohibited from receiving the Services under applicable law.

We may refuse to open an Account, and may decline any application, at our discretion and without providing reasons where we are not permitted to do so.

To open an Account you must complete our onboarding process and provide the information and documents we request, which will include information about your business, its ownership and control structure, its beneficial owners, its directors and officers, its trading activity, its counterparties and its expected transaction patterns.

You authorise us and our Partners to verify the information you provide, including by obtaining information from company registries, credit reference agencies, sanctions and adverse media databases and identity verification providers.

Verification is completed before your Account is funded. We may decline to activate an Account, and may require further information at any time.

You must ensure that all information you provide is accurate, complete and not misleading, and you must notify us promptly of any change to it, including any change in beneficial ownership, control, registered address, business activity or trading pattern.

We may repeat or update our verification checks at any time during the relationship, and you must co-operate promptly with any request for information.

We will record in your Account the balances held for you, including balances denominated in US dollars and balances held in Digital Dollars, and the transactions affecting those balances.

Records shown in the Platform are our records of your Account. Where a transaction is being processed by a Partner or on a payment network, the position shown may not reflect final settlement.

You must review your Account activity regularly and notify us without undue delay, and in any event within 30 days of the transaction appearing in your Account, of any transaction you believe to be unauthorised or incorrectly executed. A failure to notify us promptly may affect our ability to investigate or recover funds.

We may correct an entry made in error, including by debiting your Account for an amount credited to it in error, and may do so without prior notice.

We will make Account Details available to you for the purpose of receiving payments in the course of your business.

You may share your Account Details with your customers and counterparties. You must not share them for the purpose of receiving funds on behalf of any third party, or for any purpose unrelated to your own business.

Incoming payments are subject to screening and to the acceptance criteria of the relevant Partner and payment network. We or a Partner may reject, return, delay or hold an incoming payment, including where the sender, the payment or the underlying activity does not meet those criteria.

We are not responsible for the time an incoming payment takes to reach your Account where that time is determined by the sender's bank, an intermediary or a payment network.

You may give a Payment Instruction through the Platform. A Payment Instruction is your authorisation to us and our Partners to execute the payment.

A payment is executed on the basis of the unique identifiers you provide, including the account number, routing information or wallet address. Neither we nor any Partner is required to check that the name of the Beneficiary matches those identifiers. If the identifiers are incorrect, the payment may be delayed, rejected or paid to the wrong recipient, and we may be unable to recover it.

We will execute a Payment Instruction only where sufficient cleared funds are available in your Account and the instruction passes our screening and that of the relevant Partner.

We may refuse to execute a Payment Instruction, or may delay execution, where:

the instruction is incomplete, unclear or appears not to have been properly authorised;

executing it would or might breach applicable law, sanctions, a Partner requirement or our internal policies;

we have concerns regarding fraud, security or the lawfulness of the underlying activity;

further information is required from you and has not been provided; or

the Beneficiary, the destination jurisdiction or the underlying activity is not supported.

Where we refuse a Payment Instruction we will notify you, and will give reasons where we are lawfully able to do so.

Cut-off times, execution times and settlement times depend on the payment method, the destination and the relevant Partner and network. Where those times apply to a payment, they are shown in the Platform at the time you give the instruction.

Once a Payment Instruction has been executed it cannot be revoked. We will use reasonable endeavours to assist you in seeking the return of a payment made in error, but we cannot guarantee recovery and may charge for that assistance.

Where the Services include Digital Dollars, this clause applies in addition to the rest of these Terms.

Digital Dollars are issued by a third party and not by Helm. We make no representation as to the solvency of any issuer, the sufficiency or composition of any reserves, or the ability of any issuer to maintain the value of a Digital Dollar at or near one US dollar.

Digital Dollar transactions are irreversible. A transfer sent to a wallet address on a supported network cannot be recalled, cancelled or reversed by us, by any Partner or by any other party. You are solely responsible for the accuracy of the destination address and for the selection of the correct network. Funds sent to an incorrect address, or on an unsupported network, will in most cases be permanently lost.

Digital Dollars are not legal tender, are not bank deposits, and are not covered by any deposit guarantee or investor compensation scheme.

Transfers depend on the operation of a public network. Congestion, forks, outages, protocol changes and other events outside our control may delay or prevent a transfer, and we are not liable for any such delay or failure.

We may suspend support for a Digital Dollar or a network at any time, including where an issuer, a Partner or a regulator requires it, or where in our reasonable opinion continued support presents an unacceptable risk.

Digital Dollars held in your Account are held for the purpose of making and receiving payments. They are not offered as an investment, and nothing in the Services constitutes investment advice or a recommendation to acquire or dispose of any asset.

You may record Beneficiary details in the Platform. You are responsible for the accuracy of those details and for keeping them current.

You must verify Beneficiary details through a channel independent of the one in which they were received before recording or amending them. Fraudulent instructions to change supplier payment details are a common form of business email compromise, and a payment made on altered details may not be recoverable.

We may screen Beneficiaries and may refuse to record or to pay a Beneficiary.

Our fees for the Services are as set out in the Platform and in your onboarding documentation, as amended from time to time in accordance with clause 21.

We may deduct fees from your Account balance. Where your balance is insufficient, the amount remains due and payable on demand.

Third parties, including intermediary banks and the Beneficiary's bank, may deduct their own charges from a payment. Those charges are outside our control and are not our fees.

All amounts payable under these Terms are exclusive of value added tax or equivalent, which you must pay in addition where applicable.

You must:

use the Services only for lawful business purposes and in accordance with these Terms;

provide accurate, complete and current information, and update it promptly when it changes;

comply with all laws applicable to your business and to the transactions you effect through the Services, including anti money laundering, counter terrorist financing, sanctions, export control, tax and customs laws;

maintain the security of your credentials and of the devices used to access the Platform;

manage Team User access appropriately, and remove access promptly when an individual no longer requires it; and

notify us without undue delay if you suspect unauthorised access to your Account.

You are responsible for all activity conducted through your Account, including activity by Team Users.

You must not use the Services:

in connection with any activity that is unlawful, fraudulent or deceptive;

to launder the proceeds of crime, to finance terrorism or proliferation, or to evade sanctions;

to process payments for or on behalf of any third party, or to act as a payment intermediary, money transmitter, money service business or payment aggregator, unless we have expressly agreed in writing;

in connection with any business activity we have notified you is not supported;

to circumvent, or to assist any person to circumvent, any control, limit or restriction we or a Partner apply;

to test, probe or interfere with the security or integrity of the Platform, or to access it by automated means other than an interface we provide; or

in a manner that in our reasonable opinion exposes us or a Partner to legal, regulatory or reputational risk.

A breach of this clause 13 is a material breach of these Terms.

We and our Partners are subject to legal and regulatory obligations, including obligations relating to financial crime. Meeting those obligations forms part of how the Services operate.

We monitor and screen accounts, transactions, counterparties and Beneficiaries. Screening involves automated processing. Where a transaction is held for review, we will progress that review as quickly as reasonably practicable.

You must provide, promptly and in the form we request, any information or document we or a Partner require in order to meet a legal, regulatory or Partner obligation, including in relation to the source of funds, the source of wealth, the purpose of a transaction, the identity of a counterparty and the underlying commercial arrangement.

We may be prohibited by law from telling you that a report has been made to a regulatory or law enforcement authority, or from explaining the reason for a delay, a refusal or a restriction. Where that applies, we will tell you what we are permitted to tell you.

We are not liable for any loss arising from action taken, or from a delay or refusal, in order to comply with a legal or regulatory obligation or a Partner requirement.

We may suspend or restrict your Account, an individual Service, a Team User's access or a particular transaction where:

we are required to do so by law, by a regulator, by a court or by a Partner;

we reasonably suspect fraud, financial crime, sanctions exposure or unauthorised use;

you are in material breach of these Terms;

information we have requested has not been provided;

there is a dispute as to the ownership or control of your business or your Account; or

continued provision would expose us or a Partner to a risk we reasonably consider unacceptable.

We will notify you of a suspension or restriction, and will lift it as soon as the circumstances that gave rise to it are resolved, unless we are prohibited from doing so or the circumstances warrant closure.

We may close your Account:

on not less than 30 days' written notice, for any reason; or

immediately, where any of the circumstances in clause 15.1 applies and in our reasonable opinion warrants closure.

You may close your Account at any time by giving us written notice, subject to the settlement of all pending transactions and all amounts due to us.

On closure we will return any remaining balance to an account in your name that has been verified to our satisfaction, subject to any legal, regulatory or Partner requirement that prevents or delays us from doing so, and subject to our right to retain amounts due to us.

All intellectual property rights in the Platform, in the Helm name and marks and in all associated materials belong to Helm or our licensors. Nothing in these Terms transfers any of those rights to you.

We grant you a non exclusive, non transferable, revocable licence to access and use the Platform for the purpose of using the Services during the term of this agreement.

You must not copy, modify, reverse engineer, decompile or create derivative works from the Platform, except to the extent that restriction is prohibited by applicable law.

Images of the Platform shown on our website are representations of the product. Any figures, names, references and account details shown in them are examples and do not relate to any real account, customer or transaction.

Descriptions of the Services on our website are general. Your rights and obligations are governed by these Terms and by the terms of any Partner providing a service to you.

Nothing on our website or in the Platform constitutes legal, tax, accounting, regulatory or investment advice.

Nothing on our website is an offer to provide services in any jurisdiction in which we are not permitted to provide them.

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under applicable law.

Subject to clause 18.1, we are not liable to you for:

loss of profit, revenue, business, contracts, anticipated savings, goodwill or reputation;

loss or corruption of data;

any indirect or consequential loss;

any loss arising from the act, omission, insolvency, delay or failure of a Partner, an intermediary bank, a payment network, a Digital Dollar issuer or any other third party;

any loss arising from your provision of incorrect payment details or Beneficiary details, or from any instruction given by a Team User;

any loss arising from a suspension, restriction, refusal, delay or closure effected in accordance with these Terms; or

any loss arising from an event outside our reasonable control, including the failure of a communications network, a payment system or a public blockchain network.

Subject to clause 18.1, our total aggregate liability arising out of or in connection with this agreement, whether in contract, tort including negligence, breach of statutory duty or otherwise, is limited to the total fees paid by you to us in the twelve months preceding the event giving rise to the claim.

You must notify us of any claim under this agreement within six months of the date on which you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

You will indemnify us and our Partners against all losses, liabilities, costs, claims, fines, penalties and expenses, including reasonable legal fees, arising out of or in connection with:

your breach of these Terms or of applicable law;

any inaccurate, incomplete or misleading information you provide;

any claim by a third party in respect of a transaction effected through your Account; or

your use of the Services in a manner not permitted by these Terms.

We process personal data in connection with the Services as described in our Privacy Policy.

Where you provide us with personal data relating to your directors, officers, beneficial owners, Team Users, employees, customers or Beneficiaries, you confirm that you are entitled to do so and that you have given those individuals the information required by applicable data protection law regarding our processing of their personal data.

In respect of that processing, each party acts as an independent controller. Neither party is a processor for the other.

We may change these Terms, the Services and our fees. We will give you not less than 30 days' notice of any change that is materially adverse to you, unless the change is required by law, by a regulator or by a Partner, or is necessary to address a security or financial crime risk, in which case we may make it with immediate effect.

We will notify changes by email to your registered contact address, by notice in the Platform, or by publishing an updated version of these Terms.

If you do not accept a change you may close your Account in accordance with clause 15.4 before the change takes effect. Continued use of the Services after a change takes effect constitutes acceptance of it.

If you are dissatisfied with any aspect of the Services, contact us at contact@helm.business setting out the nature of your complaint and what you would like us to do.

We will acknowledge your complaint promptly and will provide a substantive response as soon as we are able, keeping you informed while we investigate.

Where a complaint concerns a service provided by a Partner, we may refer it to that Partner and will tell you when we have done so. Where that Partner offers an independent dispute resolution route, we will tell you how to use it.

These Terms, together with the documents referred to in clause 1.6, constitute the entire agreement between the parties and supersede all prior discussions, representations and understandings.

You confirm that you have not relied on any statement, representation or warranty not expressly set out in these Terms.

You may not assign or transfer any of your rights or obligations without our prior written consent. We may assign or transfer ours, including to a purchaser of our business, on notice to you.

If any provision is found to be invalid or unenforceable, the remainder continues in effect.

A failure or delay in exercising a right is not a waiver of it.

A person who is not a party to this agreement has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999, except that a Partner may enforce any provision expressed to be for its benefit.

We may give you notice by email to your registered contact address or by notice in the Platform. You must give us notice in writing to contact@helm.business or to our registered office.

Neither party is liable for a failure or delay in performance caused by an event outside its reasonable control.

These Terms, and any dispute or claim arising out of or in connection with them including any non contractual dispute or claim, are governed by the law of England and Wales.

The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.