Terms

1. Who we are

Nexborne Ltd ("we", "us") is a company registered in England and Wales, company number 17375877. We make and run Helios, Helio Guard, Helio SEO and Helio Posts, and we build websites, tools and AI systems and run IT for business clients.

We sell to businesses only. By buying from us you confirm you are acting for your trade, business or profession, and that you have the authority to accept these terms for your business ("you").

2. Our products

Each product has its own terms, which apply when you use it: Helios (heliosmsp.io/terms), Helio Guard (helioguard.io/terms), Helio SEO (helioseo.io/terms) and Helio Posts (helioposts.com/terms). If a product's terms and these terms disagree, the product's terms win for that product.

3. Buying our products

Helio Guard, Helio SEO and Helio Posts are sold by Nexborne Ltd, and we issue the invoices. Our payment provider, Mollie B.V., processes card payments for them.

Helios (heliosmsp.io) is sold through our online reseller Paddle.com. Paddle is the Merchant of Record for Helios orders. It handles Helios payments, invoices and returns.

You can have a full refund within 14 days of any payment, as set out in our refund policy (nexborne.co.uk/refunds).

4. Client work

When we build something for you or run your IT, the scope, price, timing and any service levels are set out in a written proposal, quote or order that you accept. These terms apply to that work unless a separate agreement signed by both of us says otherwise. If the proposal and these terms disagree, the proposal wins.

You agree to give us the access, information and decisions we reasonably need, on time. If a delay on your side holds the work up, we may move the timetable to match.

Changes to the agreed scope are agreed in writing, by email is fine, with any change to price or timing.

5. Paying for client work

We invoice as the proposal says. Invoices are due within the time stated on them. If an invoice is overdue, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and we may pause the work after telling you in writing.

6. Who owns what

Once you have paid in full, you own what we create specifically for you, such as your site's design, content and code written only for you. We keep ownership of our own tools, templates, libraries and know-how, and of anything we made before or outside your project. Where those form part of what we deliver, we give you a permanent licence to use them as part of it.

Open-source and third-party parts stay under their own licences. You are responsible for having the rights to anything you give us to use, such as logos, photos and text.

7. AI-generated content

Some of what we build or run uses AI models to write text, answer questions or make suggestions. AI output can be wrong. You are responsible for reviewing what is published or sent in your name, for making sure it is accurate and lawful, and for following the rules of any platform it is posted to. Where we set up a system that publishes on its own, it does so on your instructions and settings.

8. Your data in our care

Where our work involves personal data you control, you are the controller and we are your processor under the UK GDPR. We will: process it only on your documented instructions, which are the proposal, these terms and your written requests; make sure our staff are bound to keep it confidential; keep it secure with appropriate technical and organisational measures; only use another processor with your general authorisation, telling you before we add or replace one so you can object, and on terms as protective as these; help you answer requests from people exercising their rights, and with security, breach notification and impact assessments; tell you without undue delay, and within 48 hours of becoming aware, of a personal data breach affecting your data; at your choice, return or delete it when the work ends, unless the law requires us to keep it; and give you the information you need to show we meet these duties, and allow reasonable audits.

Any transfer outside the UK uses a safeguard UK law accepts, such as the UK International Data Transfer Addendum. You are responsible for having a lawful basis for the data you give us.

9. Ending client work

Either of us may end ongoing work as the proposal allows, or on 30 days' written notice if it does not say. Either of us may end it straight away if the other seriously breaches these terms and does not put it right within 14 days of being asked. You pay for work done up to the end date. We hand over what you own and any of your data, and then delete our copies unless the law requires us to keep them.

10. Confidentiality

Each of us will keep the other's confidential information private, and use it only for our work together. This does not cover information that is already public, that the other side already had or developed on its own, or that the law or a regulator requires to be disclosed. This duty lasts after the work ends.

11. Suspension

We may suspend a service if an invoice is seriously overdue, if continuing would break the law, or if there is a security risk to you, us or others. We will tell you why and restore it once the problem is fixed.

12. Liability

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law.

Subject to that, our total liability to you for any piece of work or product is limited to the amount you paid us for it in the twelve months before the claim. We are not liable for indirect or consequential loss, or for loss of profits, revenue, business, data or goodwill.

13. Events beyond our control

Neither of us is liable for a delay or failure caused by something outside its reasonable control, such as an outage at a hosting provider, a cyber attack, or a power or network failure. The affected side will tell the other and do what it reasonably can to limit the effect.

14. This website

This site describes our company and products. You may read and share it. Please do not copy our brand or present our work as yours.

15. General

Entire agreement. These terms, with any accepted proposal and the refund policy, are the whole agreement between us. They replace anything said or written before. Neither of us relies on a statement not set out in them, but this does not limit liability for fraud.

Assignment. You may not transfer this agreement without our written consent. We may transfer it to a business that takes over the relevant product or service, and we will tell you if we do.

No third-party rights. Only you and we can enforce these terms. Nobody else has rights under the Contracts (Rights of Third Parties) Act 1999.

Severability. If a court finds part of these terms invalid, the rest stays in force.

Waiver. If either of us does not enforce a right straight away, it can still enforce it later.

Notices. Notices are sent by email: ours to the address you gave us, yours to admin@nexborne.co.uk. An email notice counts as received on the next working day after it is sent.

Changes. We may update these terms. Changes apply to new orders and proposals from the date shown at the top, not to work already agreed.

16. Law

These terms, and any dispute about them, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.