TERMS & CONDITIONS (T&C)
HELGION Digital LLC
3833 Powerline Road Suite 201
Fort Lauderdale, FL 33309, USA
TAX ID: 41-2882134
Effective Date: 12/05/2025
1. Definitions
For the purpose of this Agreement:
“Service Provider” means HELGION Digital LLC.
“Client” means any natural or legal person receiving services from the Service Provider.
“Agreement” means these Terms & Conditions and any supplemental documents (SOWs, proposals, written agreements).
“Services” means all Professional IT Services, SaaS Services, Consulting, Development, Integration, Migration, Administration, Support, and Managed Services.
“Portal” means the HELGION customer portal, ERP modules, dashboards, communication tools, and related software components.
“Professional Services” includes all consulting, development, automation, integration, and support work performed outside the Portal.
“SaaS Services” means cloud-based access to the Portal and its features.
“Third-Party Services” includes Hetzner, Microsoft 365 EU Tenant, Google Analytics, external APIs, libraries, frameworks, and integrations.
“Work Results” means deliverables created by the Service Provider during the engagement.
2. Scope of Services
2.1 SaaS Services (Portal)
The Service Provider provides online access to:
project and task management
ticket management
document storage and retrieval (invoices, contracts, proposals)
user accounts and authentication
messaging/chat (Odoo Discuss, Microsoft Teams where applicable)
file uploads and attachments
dashboards, project views, analytics
notifications and communication tools
The Portal is provided as-is, under a revocable, non-exclusive, non-transferable license.
2.2 Professional IT Services
The Service Provider provides a comprehensive range of IT Services, including:
A) Software Development (custom software, modules, scripts, integrations)
B) System Administration (servers, VM, environments)
C) Microsoft 365 Consulting & Deployment
D) Cloud Infrastructure (Azure, AWS, other)
E) Server & Network Administration
F) Remote IT Support
G) API & Integration Engineering
H) Web Development
I) Cybersecurity Advisory & Implementation
J) IT Consulting & Architecture Design
K) Monitoring / Managed Services
L) Data Migration Services
All Professional Services are provided according to the SOW, proposal, or written agreement.
2.3 Out-of-scope Services
Unless explicitly defined in writing, the following are not included:
24/7 monitoring
guaranteed resolution times
hardware procurement
on-site support
data backup responsibilities
cybersecurity guarantees
legal or compliance consulting
3. Hosting & Technical Infrastructure
3.1. Primary Hosting (ERP / Portal / SaaS)
The Portal and ERP system (Odoo) are self-hosted on servers operated by:
Hetzner Online GmbH, Germany (EU servers).
3.2. Microsoft 365 Europe Tenant
The Service Provider processes documents, emails, project content and communication via Microsoft 365 with EU data residency.
3.3. Third-Country Risk Notice
Microsoft is a US parent company.
Therefore, the Service Provider relies on:
Standard Contractual Clauses (SCC)
supplementary safeguards
encryption and access controls
3.4. Analytics
Google Analytics and similar tracking tools are used only with explicit user consent.
3.5. Technical Changes
The Service Provider may update or modify the Portal at any time.
4. Service Delivery Obligations
The Service Provider will:
perform Services according to professional standards
use qualified personnel or subcontractors
communicate project progress and issues
maintain technical infrastructure
provide reasonable support channels
However, the Service Provider does not guarantee:
specific outcomes unless explicitly agreed
uninterrupted service
full compatibility with client systems
results dependent on third-party systems
5. Client Responsibilities
The Client must:
provide necessary access, data, and information
ensure that delivered specifications are accurate
maintain internal user management
protect access credentials
ensure proper backups of locally stored data
comply with relevant laws (GDPR, copyright, export controls)
ensure staff cooperation with the Service Provider
Failure to cooperate may result in project delays or additional fees.
6. Acceptance, Testing, Change Requests
6.1. Acceptance Procedure
Deliverables requiring acceptance must be reviewed by the Client within 10 business days.
If no rejection is issued, the deliverable is deemed accepted.
6.2. Change Requests
Any deviation from original specifications requires a written Change Request, which may adjust:
costs
timelines
scope
deliverables
6.3. Testing
The Client is responsible for:
internal testing
staging environment approval
UAT (User Acceptance Testing)
The Service Provider is not liable for issues arising from incomplete client testing.
7. Intellectual Property Rights
7.1. Pre-existing IP
All pre-existing IP of the Service Provider remains its sole property.
7.2. Custom Development
Unless otherwise negotiated:
the Client receives a license to use custom-developed software
ownership remains with the Service Provider
7.3. Third-Party Components
Open-source or proprietary dependencies are subject to their own licenses.
7.4. Client Content
All content uploaded by the Client remains their property.
8. Fees, Invoicing & Payment Terms
8.1. Services are billed according to the SOW or contract.
8.2. Monthly invoicing in arrears unless otherwise agreed.
8.3. Payment due within 14 days.
8.4. Late payments may trigger:
suspension of access
interest under Florida law
immediate withholding of deliverables
8.5. Prepaid hours are non-refundable.
9. Liability & Limitations
9.1. Liability is limited to gross negligence or intent.
9.2. Financial liability is limited to the fees paid in the last 3 months.
9.3. No liability for:
data loss
downtime
third-party outages (Hetzner, Microsoft, AWS, Azure, APIs)
cyberattacks beyond reasonable control
indirect or consequential damages
9.4. No guarantee of specific results unless contractually agreed.
10. Confidentiality
Both parties must maintain confidentiality.
This obligation survives termination.
11. Data Protection & Security
11.1. GDPR applies where EU data subjects are involved.
11.2. A Data Processing Agreement (DPA) is provided and becomes binding when:
the Client uploads personal data
the Client uses the Portal
IT Services include personal data processing
11.3. The Client is responsible for:
lawfulness of data uploaded
providing data subjects with necessary privacy notices
ensuring compliance with applicable laws
12. Term & Termination
12.1. Either party may terminate immediately for cause.
12.2. Ordinary termination requires 90 days notice.
12.3. Upon termination:
the Client may request data exports
the Service Provider may delete data after retention periods
outstanding invoices become immediately due
13. Governing Law & Jurisdiction
This Agreement is governed by the laws of the State of Florida, USA.
Exclusive jurisdiction: Broward County, Florida.
14. Company Information
HELGION Digital LLC
3833 Powerline Road Suite 201
Fort Lauderdale, FL 33309
USA
TAX ID: 41-2882134