◈ Legal

The short version

• These Terms cover use of our website and, where there is no signed agreement, use of the Helius Services by business customers.
• If you have signed a Customer Agreement, Subscription Agreement or order form with us, that document takes priority over these Terms wherever they differ.
• Helius is for businesses in Canada. Subscriptions are prepaid in Canadian dollars. We never take a percentage of your sales. Hardware is sold separately, and card processing fees are charged by the payment processor, not Helius.
• You own your data. We use it only to provide and improve the Services.
• You run your store. You are responsible for in-store signs, shopper consent, lawful camera use, store safety and security, and the products you sell. Helius is not responsible for theft, shrink or other losses in your stores.

Contents

1. About these Terms
2. Definitions
3. Using our website
4. Accounts and authorized users
5. Plans, add-ons and limits
6. Orders, term and renewal
7. Fees, billing and taxes
8. Late payment and suspension
9. Cancellations and refunds
10. Hardware
11. Third-party services
12. Your responsibilities as an operator
13. Acceptable use
14. Our intellectual property and your licence
15. Your data
16. Privacy
17. Confidentiality
18. Availability, maintenance and support
19. Beta features and roadmap
20. Disclaimers
21. Limitation of liability
22. Indemnities
23. Suspension and termination
24. Data export and deletion when you leave
25. Force majeure
26. Governing law and disputes
27. Notices
28. Changes to these Terms
29. General
30. Contact us

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1. About these Terms

1.1 These Terms of Service ("Terms") are an agreement between you and Helius Retail Technologies ("Helius", "we", "us" or "our"), the operating name of 17939973 Canada Ltd., a federal corporation incorporated under the laws of Canada, with its registered office at 570 Hood Rd Unit 14 #3111, Markham, ON L3R 4G7.

1.2 Website use. If you only browse heliusretail.com or contact us, sections 1, 3, 13, 14, 20, 21, 26, 28 and 29 apply to you.

1.3 Business customers. If you subscribe to or use the Helius Services for a business, these Terms apply to that use, unless you have signed a separate Master Software Licence Agreement, Customer Agreement, Subscription Agreement or order form with us (a "Customer Agreement"). If you have a Customer Agreement, it governs, and these Terms apply only to fill gaps it does not address. If there is a conflict, the order of priority is: (a) the order form; (b) the Customer Agreement, including any data processing agreement and service level terms; and (c) these Terms.

1.4 Business use only. The Services are offered only to businesses operating in Canada, not to consumers. By accepting these Terms for a business, you confirm that you have authority to bind that business, and "you" means that business.

1.5 Shoppers. If you are a shopper in a store that runs on Helius, these Terms do not govern your shopping. The store operator's terms and any additional terms presented in the Helius app apply, and our Privacy Policy explains how shopper information is handled.

1.6 A signed Customer Agreement may give you different rights, for example on termination, refunds or service levels. Where it does, the Customer Agreement governs.

1.7 You accept these Terms by signing an order form that refers to them, by clicking to accept them, or by using the Services. If you do not agree, do not use the Services.

2. Definitions

• "Services": Helius POS, Helius Retail OS, the Helius apps and back office, our website, and related onboarding and support, as described in your order form.
• "Customer" or "operator": the business that subscribes to the Services.
• "Authorized User": an employee, contractor or agent of the Customer who is given access to the Services by the Customer.
• "Shopper": a person who shops at a Customer's store.
• "Store": a physical retail location operated by the Customer that uses the Services.
• "Lane": a self-checkout station running Helius POS software.
• "Order Form": a quote, order form or online order accepted by both parties that lists the plan, add-ons, fees and term.
• "Hardware": physical equipment such as lanes, payment terminals, scanners, cameras, door and access-control hardware, and digital price tags.
• "Third-Party Services": products or services provided by someone other than Helius, such as payment processing and Solink video services.
• "Customer Data": data that the Customer, its Authorized Users or its Shoppers submit to or generate through the Services, including store, product, sales, inventory, transaction, access-log and video data, and personal information of Shoppers and staff.
• "Aggregated Data": data that has been anonymized and combined so that it does not identify the Customer, any Store or any individual.

3. Using our website

3.1 You may use our website to learn about Helius and contact us. Please do not misuse it, for example by attempting to breach its security, scraping it with automated tools, or submitting false or harmful content.

3.2 Website content, including pricing and product descriptions, is general information. It may change and is not an offer. Your Order Form sets out what you are buying and at what price.

3.3 Any statistics, case studies or estimates on our website describe past results or examples. They are not a promise of the results you will achieve.

4. Accounts and authorized users

4.1 You must give us accurate account information and keep it up to date.

4.2 You decide who your Authorized Users are and what roles and permissions they have. You are responsible for their actions in the Services as if they were your own.

4.3 You must keep login credentials and staff access credentials confidential, use strong passwords, remove access promptly when someone leaves or no longer needs it, and tell us right away at support@heliusretail.com if you suspect unauthorized access.

4.4 We are not responsible for losses caused by unauthorized use of your account that results from your failure to protect your credentials.

5. Plans, add-ons and limits

5.1 Current plans and features are described on our Pricing page and in your Order Form. In summary:

• Starter: for one store only, with one lane included.
• Core: adds multi-store management and promotions.
• Pro: adds features including camera integration through Solink, supporting up to 8 cameras. Camera hardware is sold separately, and Solink services may be billed separately as set out in your Order Form.
• Retail OS: mobile access control, customer registration, POS lanes, back-office inventory management, security camera integration and event tracking, for staffed, hybrid or unstaffed stores. Retail OS is quoted after a store assessment.

5.2 Additional lanes can be added to any plan for an additional fee.

5.3 Multi-store use requires Core or higher. A Starter plan may be used at only one Store. If you need more stores, users, lanes or cameras than your plan allows, you must upgrade or add the required add-ons.

5.4 Plan changes. You can upgrade or downgrade your plan. Changes take effect at the start of your next billing period, unless we agree otherwise in writing. Downgrading may remove features, and data tied to removed features may become unavailable.

5.5 We may change, improve or discontinue features from time to time. We will not materially reduce the core functionality of a plan you have paid for during your current prepaid period.

6. Orders, term and renewal

6.1 Your subscription starts on the date in your Order Form, or when we first make the Services available to you.

6.2 Monthly plans run month to month. Annual plans run for a 12-month term, billed as set out in your Order Form.

6.3 Unless your Order Form says otherwise, your subscription renews automatically for the same length of term, unless either of us gives notice of non-renewal: at least 30 days before the end of an annual term, or before the next monthly billing date for a monthly plan. We will remind you at least 30 days before an annual plan renews.

7. Fees, billing and taxes

7.1 Prepaid billing. Subscription fees are billed monthly in advance (or annually in advance where your Order Form says so). Your first invoice may be prorated from your start date to the start of the next billing period.

7.2 Currency. All fees are in Canadian dollars (CAD).

7.3 No percentage of sales. Helius subscription fees are flat. We do not charge a percentage of your sales.

7.4 Not included. Unless your Order Form says otherwise, subscription fees do not include: Hardware; installation, site work or custom services; card processing fees; or fees for Third-Party Services.

7.5 Payment method. You authorize us, or our billing provider, to charge your payment method on file, or you will pay by another payment method we accept by the due date on the invoice.

7.6 Taxes. Fees do not include taxes. You must pay all applicable sales taxes, including GST/HST, QST and provincial sales tax, which we will show on your invoice.

7.7 Price changes. We may change our prices with at least 30 days' notice. New prices apply from your next renewal or billing period, not to a period you have already paid for.

7.8 Billing disputes. If you think an invoice is wrong, tell us in writing within 30 days of the invoice date. We will work with you in good faith to resolve it. You must pay any undisputed amounts on time.

8. Late payment and suspension

8.1 Overdue amounts may bear interest at 1.5% per month (18% per year), or the maximum rate allowed by law, if lower.

8.2 If any amount is more than 15 days overdue, we may suspend the Services after giving you at least 5 business days' written notice. Suspension does not end your obligation to pay. We will restore the Services promptly after you pay in full.

8.3 Before suspending a Retail OS store, we will tell you the date and time of suspension so you can arrange staffed operation or closure. Doors must always allow people to exit freely (see section 12).

9. Cancellations and refunds

9.1 You can cancel a monthly plan at any time. Cancellation takes effect at the end of your current prepaid month.

9.2 Annual plans may be cancelled effective at the end of the current term, unless your Order Form says otherwise.

9.3 Fees are prepaid and non-refundable, including for partial months and when the Services are suspended or terminated, except where required by law.

9.4 Hardware returns and refunds are governed by the hardware quote or terms under which you bought it (see section 10).

10. Hardware

10.1 Hardware is not included in subscription fees. It is quoted and sold separately.

10.2 Hardware is made by third-party manufacturers. Their warranties, return policies and terms apply, and we will pass on to you any manufacturer warranties we are able to. Except as set out in the hardware quote, Helius does not give its own warranty on Hardware.

10.3 Title to and risk of loss of purchased Hardware pass to you on delivery.

10.4 You are responsible for providing a suitable site, power, network connectivity and internet service, and for keeping Hardware secure and in good condition.

11. Third-party services

11.1 Payment processing. Card payments are processed by third-party payment processors: Global Payments, Advanced Mobile Payment (AMP) and Stripe. You must enter into your own agreement with the processor where required. Processing fees are set and charged by the processor, not Helius. Card data goes directly to the processor and does not pass through Helius servers. Helius does not store full card numbers, is not a payment facilitator, does not hold or settle your funds, is not a party to your merchant agreement, and is not responsible for the processor's services, fees, fund settlement, chargebacks or holds.

11.2 Solink and video services. Camera integration on Pro and Retail OS is provided through Solink, which provides video storage and camera analytics linked to POS and event data, for security and loss prevention. Solink's services are subject to Solink's own terms and privacy policy.

11.3 Other third-party services. Other integrations you choose to use are governed by their providers' terms. We are not responsible for Third-Party Services, and changes or outages on their side may affect the Services. If a Third-Party Service we rely on becomes unavailable, we will make reasonable efforts to offer an alternative.

12. Your responsibilities as an operator

You run your stores. You are responsible for:

1. Notice and consent. Posting clear in-store signs, including at entrances, about video recording, access control and data collection; giving Shoppers and staff the notices the law requires; and getting any consent the law requires before collecting their personal information through the Services.
2. Lawful camera use. Using cameras only for security, safety, loss prevention and incident review; never placing cameras in washrooms, changing areas or other private spaces; not recording audio unless lawful and properly disclosed; and setting reasonable retention periods.
3. Your own privacy compliance. Having your own privacy policy, handling Shopper requests about your stores, and complying with PIPEDA, Quebec's private-sector privacy law (including Law 25) and other applicable privacy laws.
4. Payment card security. Maintaining your merchant account and meeting your obligations under the Payment Card Industry Data Security Standard (PCI DSS) and card network rules, as required by your processor. This includes securing payment terminals against tampering.
5. Store safety and security. Physical security of your store and products, alarms, insurance, and safe premises. Doors controlled by Helius access control must always allow people to exit freely, and your store must comply with fire, building and accessibility codes. You must have a plan for power, internet or system outages.
6. Products and regulated sales. The products you sell, their prices, labelling, quality and safety, and compliance with laws on age-restricted or regulated products (such as alcohol, tobacco, vaping or cannabis products) in staffed and unstaffed settings.
7. Shopper service. Customer service, refunds and complaints from your Shoppers.
8. Staff and access. Who you give staff, vendor or contractor access to, and revoking it when needed.
9. Compliance with laws. Complying with all laws that apply to your business and your use of the Services, including consumer protection, language and tax laws.

13. Acceptable use

You must not, and must not allow anyone else to:

• use the Services for anything unlawful, or to collect personal information unlawfully;
• use cameras or event data for facial recognition, biometric identification or covert surveillance;
• copy, resell, sublicense or share the Services except as allowed in your Order Form;
• reverse engineer, decompile or try to extract the source code of the Services, except where the law allows it despite this restriction;
• break or bypass security features, access controls or plan limits;
• interfere with the Services or other customers, including through malware, excessive load or unauthorized scraping;
• use the Services to build a competing product; or
• remove our proprietary notices.

We may suspend access that breaches this section, as set out in section 23.

14. Our intellectual property and your licence

14.1 Helius and its licensors own the Services, our software, apps, website, documentation, trademarks and all related intellectual property. These Terms do not transfer any ownership to you.

14.2 Subject to these Terms and payment of fees, we give you a non-exclusive, non-transferable, non-sublicensable licence to use the Services during your subscription, for your internal business operations at your Stores, within your plan's limits.

14.3 If you give us feedback or suggestions, we may use them without obligation to you.

15. Your data

15.1 You own your Customer Data. As between you and Helius, you keep all rights in Customer Data.

15.2 Our licence to use it. You give us a non-exclusive licence to host, copy, process, transmit and display Customer Data only as needed to provide, secure, support and improve the Services for you, to comply with law, and as otherwise instructed by you.

15.3 Aggregated Data. We may create and use Aggregated Data to operate, analyze and improve our products and for benchmarking. Aggregated Data does not identify you, your Stores or any individual, and we will not try to re-identify it.

15.4 No AI training on footage or shopper data without agreement. We will not use camera footage or Shopper personal information to train artificial intelligence models without your written agreement and any notice and consent the law requires.

15.5 You are responsible for the accuracy and lawfulness of Customer Data and for having the rights and consents needed for us to process it.

16. Privacy

16.1 Our Privacy Policy explains how we handle personal information.

16.2 For Shopper and staff personal information in Customer Data, you are responsible for that information and Helius processes it on your behalf as your service provider, following your instructions and these Terms. If you have signed a data processing agreement with us as part of your Customer Agreement, it governs this processing.

16.3 We will protect Customer Data with reasonable safeguards, notify you without undue delay (and within 48 hours where our data processing agreement with you says so) of any confidentiality incident affecting it, and help you meet your own legal obligations.

17. Confidentiality

17.1 Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential, including pricing, product plans, security information and Customer Data ("Confidential Information").

17.2 The receiving party will use the other's Confidential Information only to perform under these Terms, protect it with at least reasonable care, and share it only with its employees, contractors and advisers who need to know it and are bound by similar duties.

17.3 This does not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or is lawfully received from someone else. A party may disclose Confidential Information if the law requires it, after giving the other party notice where legally permitted.

17.4 These obligations continue for 3 years after these Terms end, and for as long as the information remains confidential for trade secrets and Customer Data.

18. Availability, maintenance and support

18.1 We work to keep the Services available and reliable, but we do not guarantee any specific uptime unless a service level is set out in your Order Form or Customer Agreement.

18.2 We may carry out planned maintenance, and will try to schedule it at low-traffic times and give advance notice where practical. We may perform emergency maintenance without notice.

18.3 Support is provided by email at support@heliusretail.com during business hours (Eastern Time), at the level included in your plan.

18.4 Lanes and Retail OS depend on your internet connection, power, Hardware and Third-Party Services. We are not responsible for outages caused by those.

19. Beta features and roadmap

19.1 We may offer early-access, pilot or beta features. They are provided "as is", may change or be withdrawn at any time, are not covered by any service level, and should not be relied on for critical operations.

19.2 Any roadmap, future feature or release date we mention, on our website, in a demo or elsewhere, is a statement of current plans only. It is not a commitment, and your purchase should not depend on it unless it is written into your Order Form.

19.3 Any feature that involves biometric information, facial recognition or new ways of identifying or profiling people will not be offered until the privacy steps in section 9 of our Privacy Policy are complete.

20. Disclaimers

20.1 Except as expressly stated in these Terms or your Order Form, and to the extent permitted by law, the Services, website and any beta features are provided "as is" and "as available". We disclaim all other warranties and conditions, express or implied, including merchantable quality, fitness for a particular purpose, title and non-infringement.

20.2 We do not warrant that the Services will be uninterrupted or error-free, that they will detect or prevent every theft or loss, or that any flag or alert will be accurate.

20.3 The Services are tools to help you run your store. They do not replace your own judgment, staff, security measures or legal advice.

21. Limitation of liability

21.1 No indirect damages. To the extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business opportunity or loss of goodwill, even if advised they were possible.

21.2 Theft, shrink and store losses. To the extent permitted by law, Helius is not liable for theft, shrink, shoplifting, vandalism, unauthorized entry, spoiled or damaged goods, unpaid purchases, or other losses at your Stores, including unstaffed or self-serve Stores, whether or not the Services were working at the time. You are responsible for insuring against these risks.

21.3 Cap. To the extent permitted by law, each party's total liability arising out of or relating to these Terms and the Services is limited to the fees you paid to Helius for the Services in the 12 months before the event giving rise to the claim. For website-only users who have paid us nothing, our total liability is limited to CAD $100.

21.4 Exceptions. The limits in 21.1 and 21.3 do not apply to: your obligation to pay fees; either party's indemnity obligations under section 22; a party's fraud, gross negligence or wilful misconduct; or anything that cannot be limited by law.

21.5 These limits apply to all claims, whether in contract, tort (including negligence), statute or otherwise.

22. Indemnities

22.1 By you. You will defend and indemnify Helius and its directors, officers, employees and agents against third-party claims and related losses, damages, fines and reasonable legal costs arising from: (a) your Stores and the products you sell; (b) your failure to give notice, post signs or get consent from Shoppers or staff; (c) your use of cameras, access control or the Services in breach of law or these Terms; (d) Customer Data, including claims that you did not have the right to provide it; or (e) your breach of section 12 or 13.

22.2 By us. We will defend and indemnify you against third-party claims that the Services, as provided by us and used in accordance with these Terms, infringe a Canadian intellectual property right, and pay resulting damages and costs finally awarded or agreed in settlement. If such a claim is made or likely, we may modify the Services, get you the right to keep using them, or end the affected Services. This does not apply to claims caused by Hardware, Third-Party Services, Customer Data, or combinations or changes not made by us.

22.3 Process. The party seeking indemnity must promptly notify the other in writing, give it control of the defence and settlement (no settlement may impose obligations on the indemnified party without its consent), and provide reasonable cooperation.

23. Suspension and termination

23.1 By you. You may end your subscription as set out in section 9, or by written notice if we materially breach these Terms and do not fix the breach within 30 days after your notice.

23.2 By us. Helius reserves the right to suspend or terminate any account, subscription or access to the Services at any time, for any reason or no reason, at its sole discretion. Where practical, we will tell you in advance. For a Retail OS store, we will try to give you enough notice to arrange staffed operation or closure.

23.3 Insolvency. Either party may terminate immediately by written notice if the other becomes insolvent or bankrupt.

23.4 Effect. When the Services end, your licence ends, you must stop using the Services, and you must pay all fees owed. No refund is due except where required by law (see section 9.3). Sections that by their nature should survive, including sections 7, 8, 14, 15, 17, 20, 21, 22, 24, 26 and 29, will survive.

24. Data export and deletion when you leave

24.1 Where feasible, for 30 days after the Services end you may export your Customer Data using the export tools in the Services or by asking us for an export in a standard format. We may withhold or limit an export where the law requires it, or where the Services ended because of unlawful use or a breach of section 13.

24.2 After that period, we will delete or anonymize Customer Data within 90 days, except where the law requires us to keep it, or where it is held in backups that are deleted on their normal cycle. Data we keep remains protected by these Terms.

24.3 Camera footage stored by Solink or another Third-Party Service is subject to that provider's retention and deletion terms.

25. Force majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control, such as natural disasters, fire, flood, pandemics, war, terrorism, labour disputes, government action, utility, power or internet failures, or failures of Third-Party Services. This does not excuse payment obligations. If such an event lasts more than 30 days, either party may end the affected Services on written notice.

26. Governing law and disputes

26.1 These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there, without regard to conflict-of-laws rules.

26.2 Before starting a legal proceeding, the parties will try in good faith to resolve any dispute through discussion between senior representatives for at least 30 days. Either party may suggest mediation.

26.3 If the dispute is not resolved, it will be decided by the courts of Ontario sitting in Toronto, and both parties agree to their jurisdiction. Either party may seek urgent injunctive relief in any court.

27. Notices

27.1 We may give you notices by email to your account's primary contact, in the Services, or by mail. You must keep your contact details current.

27.2 You may give us legal notices by email to hello@heliusretail.com, with a copy by mail to Helius Retail Technologies, 570 Hood Rd Unit 14 #3111, Markham, ON L3R 4G7.

27.3 Email notices are received on the next business day after sending, unless the sender gets a delivery failure message.

27.4 You agree that agreements, notices and other communications we send electronically meet any legal requirement that they be in writing. Marketing messages are handled separately, as described in our Privacy Policy.

28. Changes to these Terms

28.1 We may update these Terms from time to time. We will post the new version on this page and change the "Last updated" date.

28.2 For material changes that affect existing customers, we will give at least 30 days' notice by email or in the Services. The changes take effect at your next renewal, or on the date in the notice if later. If you do not agree, you may cancel before they take effect. Changes required by law may take effect sooner.

28.3 Changes to these Terms do not change a signed Customer Agreement unless both parties agree in writing.

29. General

29.1 Entire agreement. These Terms, your Order Form, any Customer Agreement and the documents they refer to are the entire agreement between us about the Services, and replace prior discussions about it.

29.2 Assignment. You may not assign these Terms without our written consent, which we will not unreasonably withhold. We may assign them, with notice to you, to an affiliate or to a successor in a merger, acquisition or sale of all or substantially all of the relevant business, if the successor agrees to be bound by them.

29.3 Subcontractors. We may use subcontractors and service providers to deliver the Services and remain responsible for their performance.

29.4 Independent parties. We are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.

29.5 Severability and waiver. If any part of these Terms is unenforceable, the rest remains in effect. Not enforcing a right is not a waiver of it.

29.6 Publicity. We will not name you as a customer or use your logo without your permission.

29.7 Canada only. The Services are offered only for Stores located in Canada.

30. Contact us

• Helius Retail Technologies (17939973 Canada Ltd.)
• Mail: 570 Hood Rd Unit 14 #3111, Markham, ON L3R 4G7
• General and sales: hello@heliusretail.com
• Privacy: privacy@heliusretail.com