Terms and Conditions

1. Introduction and Acceptance of Terms

Welcome to Helcyn Technologies ("Helcyn", "we", "us", or "our"). We are an IT services company delivering high-trust, innovation-centric technology solutions.

These Terms and Conditions ("Terms") govern your access to and use of our website, platforms, and all services, consultations, and deliverables provided by Helcyn. By engaging with our services, signing a proposal, or using our website, you ("Client", "you") agree to be bound by these Terms in their entirety.

These Terms, together with any mutually executed Statement of Work ("SOW") or Project Proposal, form a legally binding agreement between you and Helcyn. In case of a conflict between these Terms and the SOW, the SOW will prevail.

Throughout this document, any examples, descriptions, or lists provided are illustrative in nature and not exhaustive. They are intended to clarify the scope of terms and obligations but do not limit the applicability to only the items explicitly mentioned.

2. Scope of Services & Engagement Models

Helcyn delivers strategic and technical services tailored to address real business challenges with precision and impact.

All services are governed by a mutually signed Statement of Work (SOW) or contract, which outlines the scope, deliverables, timelines, responsibilities, investment details, and more. The level of definition may vary depending on the nature of the engagement—whether it's exploratory, strategic, or executional. In all cases, the final SOW serves as the definitive reference for the terms and expectations of the specific service engagement.

3. Engagement, Proposals, and Statements of Work

All services shall be governed by a mutually signed Statement of Work or Project Proposal detailing:

• Deliverables

• Timelines and Milestones

• Investment and Payment Schedule

• Client Responsibilities and Dependencies

Information on our website or shared during discussions is for informational purposes only. For more details regarding your use and reliance on our website content, please see our separate Website Disclaimer. The final, signed SOW or Project Proposal shall override any public or marketing content.

4. Payment Terms

All pricing, payment schedules, upfront commitments, and invoicing structures are detailed in the mutually signed Statement of Work (SOW) or contract. These terms may vary based on the nature and duration of the engagement.

• Taxes: All prices are exclusive of applicable taxes (e.g., GST in India), which the client must pay.

• Refunds: Refunds are not available once an engagement has commenced, except in exceptional circumstances and solely at Helcyn’s discretion, subject to applicable law and to the maximum extent permitted.

• Late Payments: May result in delays or suspension of work. We reserve the right to withhold deliverables until dues are cleared.

5. Client Responsibilities

To ensure timely delivery and high-quality outcomes, the Client agrees to:

• Provide timely, complete, and accurate information and relevant business context

• Offer access to key personnel, systems, and other resources as needed

• Respond promptly to reviews, feedback requests, and approval milestones

Delays or failures in meeting these responsibilities may impact project timelines, deliverables, or overall costs as defined in the Statement of Work (SOW).

6. Intellectual Property Rights

Client IP: The Client retains all rights to pre-existing intellectual property, branding, and data shared with Helcyn.

Deliverables: Final, custom-built deliverables created for the Client will be fully assigned to them upon final payment, as outlined in the SOW.

Helcyn IP: Helcyn retains ownership of all its proprietary intellectual property such as methodologies, internal tooling, frameworks, code templates, software components, and technical know-how.

License to Client: For any Helcyn IP embedded in the Deliverables, the Client is granted a perpetual, non-exclusive license to use it solely in connection with the Deliverables. Royalty terms, if any, will be defined in the applicable Statement of Work (SOW) or contract.

Knowledge Reuse: We reserve the right to anonymize and reuse non-sensitive learnings, patterns, or outcomes for internal knowledge improvement.

Reuse Disclaimer: Helcyn collaborates with clients across similar domains and challenges. Unless explicitly stated otherwise in the SOW, we do not grant exclusivity over ideas, business logic, or any code developed. We reserve the right to design and deliver similar or functionally equivalent solutions to other clients, provided that no Client-specific confidential data, branding, or proprietary assets are reused.

Requests for exclusivity—whether related to functionality, code, or market segment—must be mutually agreed upon in writing.

7. Confidentiality

Both parties agree to keep all non-public, strategic, technical, financial, and proprietary information confidential. Each party shall:

• Use confidential information only for fulfilling the engagement.

• Not to disclose such information to any third party without prior written consent.

• Ensure that confidentiality survives the conclusion or termination of the engagement.

Our handling of personal data is further governed by our Privacy Policy.

8. Limitation of Liability

Disclaimer: Except as expressly stated in the Statement of Work (SOW), all services and deliverables are provided “as is” and “as available”. To the maximum extent permitted by law, we make no express or implied warranties, including for merchantability or fitness for a particular purpose.

Liability Cap: Our total liability for any claim shall not exceed the total amount paid by the Client under the specific engagement.

Exclusion of Damages: We are not liable for indirect, incidental, special, or consequential damages—including lost profits, lost data, or business interruptions—even if we have been advised of the possibility.

9. Third-Party Links

Our services, communications, or website may include links to third-party websites, platforms, or resources (“Third-Party Services”). These links are provided solely for your convenience. We do not control or endorse any Third-Party Services and are not responsible for them. Your access to and use of such Third-Party Services is at your own risk. We disclaim any liability for any loss, damage, or consequences arising from your use of or reliance on any Third-Party Services.

10. Force Majeure

Neither party shall be liable for any delays or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, internet outages, or failures of third parties. The affected party shall promptly notify the other party of the occurrence of such an event. The obligations affected shall be suspended—not terminated—during the continuance of the force majeure event. Both parties shall use reasonable efforts to resume performance as soon as practicable. If the force majeure event continues for more than 45 business days, either party may terminate this Agreement upon written notice to the other party.

11. Sanctions and Export Control

Both parties represent and warrant that:

• Neither party is located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive trade or economic sanctions, including those imposed by the United Nations, the Government of India, or jurisdictions governing the tools, platforms, or services used under this engagement.

• Neither party appears on any government-issued list of restricted, sanctioned, or prohibited individuals or entities (such as denied persons lists, specially designated nationals, or similar sanctions watchlists).

• Neither party will knowingly use, export, re-export, or transfer any part of the services, software, or deliverables provided under this engagement in violation of applicable export control or sanctions laws and regulations.

If legal or regulatory restrictions arise that make it unlawful or commercially impractical for either party to continue the engagement, both parties agree to cooperate in good faith to address the issue. If resolution is not possible, either party may terminate the engagement without penalty—meaning no early termination fees or liability for non-performance will apply. However, any fees accrued for work already performed up to the date of termination will remain payable.

12. Termination and Suspension

Termination for Cause: Either party may terminate the engagement if the other party materially breaches these Terms or the applicable Statement of Work (SOW) and fails to cure such breach within 14 days (or a longer period, if mutually agreed in writing) following written notice.

Termination for Convenience: If permitted in the applicable SOW or contract, either party may terminate the engagement for convenience by providing no less than 30 business days’ prior written notice and fulfilling any agreed-upon exit obligations.

Suspension of Services: We may suspend services or withhold deliverables in case of late or non-payment, or client behavior that undermines mutual trust, security, or legal compliance.

Legal Consequences: In cases of material breach, non-payment, or violation of legal obligations, termination may be followed by appropriate legal action if applicable.

Effect of Termination: All work completed up to the termination date must be paid for. Both parties must return or destroy any confidential information and proprietary assets within 14 business days, or within any mutually agreed timeline.

13. Language and Translation

These Terms may be provided in multiple languages for convenience. In case of any discrepancies, the English version shall prevail.

14. Governing Law and Jurisdiction

These Terms and any engagement contract shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles. Any disputes shall be subject to the exclusive jurisdiction of the courts of Gujarat, India, unless the parties mutually agree in writing to an alternative venue.

15. Modifications to Terms

We reserve the right to update or modify these Terms at any time. Changes will be effective upon posting the revised Terms on our website and updating the “Last Updated” date. Where changes are significant, we may notify you through reasonable means (such as email or a prominent website banner), but are not obligated to do so.

Your continued use of our services after such changes constitutes your acceptance of the updated Terms. Please review these Terms periodically.

16. Assignment and Business Transfer

Either party may assign or transfer this Agreement, in whole or in part (including all rights and obligations hereunder), to (a) an affiliate; or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assigning party notifies the other party in writing (including by email or other official communication channel) within a reasonable period before or after the effective date of such assignment or transfer.

Notification to active clients or counterparties may be made through reasonable means, such as email or an official communication channel. Any such assignment or transfer will not relieve either party of its obligations incurred prior to the effective date of the transfer.

Except as described above, neither party may assign or transfer this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.

Helcyn may engage qualified affiliates or subcontractors in the delivery of services, provided Helcyn remains fully responsible for their performance. All such parties will be required to meet confidentiality and data protection standards consistent with the Client’s contractual requirements.

17. Entire Agreement

These Terms serve as the overarching framework governing client interaction with Helcyn. However, specific project terms, payment structures, and deliverables will be governed exclusively by the mutually signed Statement of Work or contract for that project.

18. Contact Information

For any questions, clarifications, or legal concerns related to these Terms or your engagement with us, please contact:

Email: legal@helcyn.com