HELM Terms Of Service

Legal Entity: HELM, Inc., a Delaware corporation ("HELM," "we," "us," or "our"). Contact: hello@itshelm.com • [Business Address]

BY ACCESSING OR USING HELM’S WEBSITE, MOBILE APPS, AND RELATED SERVICES (COLLECTIVELY, THE "PLATFORM"), YOU AGREE TO THESE TERMS OF SERVICE (THE "TERMS") AND OUR PRIVACY NOTICE. IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM. IF YOU USE THE PLATFORM ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY, AND "YOU" INCLUDES THAT ENTITY.

1. Overview

HELM operates a marketplace that connects clients seeking luxury hospitality services (e.g., private chefs, butlers, private drivers, sommeliers, mixologists, estate managers, household staff) with independent, third‑party service providers. HELM is not the provider of the listed services and does not employ the providers. Payments are processed by Stripe. Read the full Terms below for the legal details.

2. Our Role; Marketplace Nature

2.1 Marketplace Only

HELM provides an online venue for clients ("Clients") to discover, request, book, and pay for services offered by independent third parties ("Service Providers"). HELM does not provide or control the services, does not supervise or direct Service Providers, and is not responsible for their performance, safety, licensure, or compliance unless expressly stated in writing.

2.2 No Employment/Agency

HELM is not an employer, joint employer, or co‑employer of Service Providers. Service Providers act as independent contractors. No agency, partnership, joint venture, or franchise relationship is created between HELM and any user.

2.3 No Endorsement or Guarantee

Unless expressly stated, listings, ratings, badges, or verifications are informational and not endorsements or guarantees.

3. Eligibility and Accounts

3.1 Eligibility

You must be at least 18 (or the age of majority in your jurisdiction) and capable of entering into a binding contract. Additional age restrictions apply to certain services (e.g., alcohol service, driving).

3.2 Registration

HELM is not an employer, joint employer, or co‑employer of Service Providers. Service Providers act as independent contractors. No agency, partnership, joint venture, or franchise relationship is created between HELM and any user.

3.3 Verification

HELM may, but is not obligated to, request identity, right‑to‑work, license, insurance, criminal, driving, motor vehicle, or other checks (directly or via third parties). The scope and frequency of checks vary by service and location. HELM makes no warranty about the results.

3.4 Compliance

Users are solely responsible for complying with applicable laws (e.g., food safety, alcohol service, driving/transport, health and safety, labor, immigration, tax, permits, and insurance).

4. Listings, Requests, and Bookings

4.1 Listings by Service Providers

Service Providers control their listings, including descriptions, pricing, availability, required lead times, minimums, and cancellation terms, subject to these Terms and HELM policies.

4.2 Requests by Clients

Clients may submit requests specifying service details (e.g., date, time, location, guest count, dietary restrictions, alcohol preferences, pickup/dropoff points, service standards). Clients are responsible for the accuracy of requests and for lawful access to the service location.

4.3 Offers and Acceptance

A booking is formed when a Service Provider accepts a Client request (or a Client accepts a Provider’s offer) via the Platform. The booking constitutes a direct contract between the Client and the Service Provider, with HELM acting solely as the marketplace and limited payment collection agent as described below.

4.4 Special Requirements

Certain services (e.g., drivers, alcohol service, raw foods, allergen‑sensitive menus, events over a defined headcount) may require additional confirmations, licenses, safety measures, staff count, or security deposits. HELM may require proof or cancel bookings that do not satisfy requirements.

4.5 On‑Site Conditions

Clients must ensure safe, lawful, and suitable conditions for services, including adequate kitchen facilities, refrigeration, parking, loading access, legally permitted alcohol service, and vehicle access where relevant. Clients must disclose hazards (e.g., pets, allergens, construction, stairs).

5. Pricing, Fees, Taxes, and Tips

5.1 Provider Pricing

Service Providers set base prices and optional add‑ons. HELM may display an estimated total that includes Provider price, HELM fees, taxes where applicable, and any security deposit/hold.

5.2 HELM Fees

HELM may charge Clients a service fee and Providers a commission or platform fee. Fees will be disclosed at checkout or in your account dashboard and are non‑refundable except as required by law or our policies.

5.3 Taxes

Providers are solely responsible for assessing, collecting, reporting, and remitting taxes (e.g., sales, use, VAT/GST, occupancy, excise, alcohol, transportation) unless HELM is required by law to do so. HELM may provide tax calculation or collection tools in certain jurisdictions as a convenience or where legally required, but final tax compliance remains the Provider’s responsibility.

5.4 Tips/Gratuities

Clients may add an optional tip. Tips are generally passed to the Provider; however, HELM may deduct applicable processing fees or legally required withholdings.

5.5 Security Deposits and Damages

Bookings may include a refundable security deposit or card hold for incidentals and damage claims, per Provider policy and HELM procedures.

6. Payments and Stripe Processing

6.1 Stripe

HELM uses Stripe, Inc. (and its affiliates) for payment processing, including card payments, bank transfers, and payouts to Providers. By using the Platform, you agree to the Stripe Services Agreement and Stripe Connect Account Agreement (collectively, "Stripe Terms"). You must provide accurate payment and payout information and maintain an account in good standing with Stripe.

6.2 Limited collection agent

For certain bookings, Providers appoint HELM as their limited payment collection agent solely to collect amounts owed by Clients for services and to remit payouts to Providers. Client payment to HELM (or Stripe on HELM’s behalf) is deemed payment to the Provider.

6.3 Authorizations and Holds

At booking, HELM/Stripe may place a preauthorization or hold on a Client’s payment method for the estimated total and any deposit. Final charges may adjust for overtime, add‑ons, travel time, ingredient costs, tolls, taxes, or damages per the booking and applicable policies.

6.4 Payouts to Providers

Subject to Stripe’s processes, fraud/risk review, chargeback windows, and holds, HELM typically initiates payouts to Providers [X business days] after service completion. Payout timing is not guaranteed and may be delayed for investigation, missing information, bank holidays, or compliance checks.

6.5 Chargebacks; Reversals

If a Client initiates a chargeback, HELM/Stripe may withhold payouts, reverse previous payouts, or debit a Provider’s account. Providers are responsible for responding to chargebacks with documentation. HELM may assist but does not control card network outcomes.

6.7 Reserves; Offsets

HELM may place reserves, withhold amounts, or offset against future payouts for refunds, damages, penalties, suspected fraud, or policy violations.

6.8 Currency; Exchange

Payments are processed in the currency shown at checkout. Currency conversion rates and fees may apply.

6.9 Invoicing Outside the Platform Prohibited

In order to protect users and for accurate records, invoicing and payments for bookings made through the Platform must be completed on the Platform.

7. Cancellations, Changes, and Refunds

7.1 Provider Policies

Each listing may include a cancellation and change policy (e.g., flexible, standard, or strict). Those policies govern refunds unless superseded by law or HELM’s Safety/Extenuating Circumstances Policy.

7.2 Client Cancellations

Client cancellations are subject to the Provider’s policy and HELM fees. Certain amounts may be non‑refundable (e.g., custom ingredient purchases, staff scheduling, special equipment rentals).

7.3 Provider Cancellations

If a Provider cancels, HELM will refund affected Client charges and may assist with rebooking. Repeated cancellations may lead to account actions.

7.4 No-Show; Overtime

If a Client or Provider fails to appear or services extend beyond scheduled time, applicable policies, overtime rates, and travel or wait‑time charges apply.

7.5 Extenuating Circumstances

HELM may allow refunds or credits for events beyond a party’s control (e.g., government restrictions, severe illness, natural disasters) pursuant to our then‑current policy.

8. Non‑Circumvention

Users agree not to circumvent the Platform by arranging or paying for services outside HELM for any user introduced through the Platform for 12 months from the most recent interaction. HELM may charge a liquidated service fee (e.g., 20% of the total value of the off‑platform engagement) and/or suspend accounts for violations.

9. User Conduct and Safety

9.1 General Rules

Each listing may include a cancellation and change policy (e.g., flexible, standard, or strict). Those policies

• Violate laws or third‑party rights.

• Provide or request unsafe, illegal, sexually explicit, or discriminatory services.

• Interfere with Platform operations.

• Misrepresent identity, qualifications, or insurance.

• Engage in fraud or abuse.

• Collect or store others’ personal data except as reasonably necessary to perform a booking and in compliance with law.govern refunds unless superseded by law or HELM’s Safety/Extenuating Circumstances Policy.

9.2 Health, Food , and Alcohol

Providers offering culinary services must follow food‑safety laws and best practices (e.g., time/temperature control, allergen handling). Alcohol service requires proper age verification and licensing where required. Clients are responsible for lawful alcohol consumption on premises.

9.3 Transportation and Driving

Providers offering driving/transport services must comply with vehicle, licensing, insurance, safety, and local for‑hire regulations. HELM is not a motor carrier.

9.4 Property Access and Damage

Clients must provide lawful access and a safe environment. Parties are responsible for damage they cause. HELM may facilitate claims and recoveries against deposits or payment methods.

9.5 Minors

Services involving minors require compliance with applicable laws and supervision requirements.

9.6 Non-Discrimination

Users must comply with anti‑discrimination laws. HELM prohibits discrimination based on protected characteristics.

10. Reviews, Ratings, and Content

10.1 User Content

Users may post reviews, photos, menus, pricing, profiles, and messages ("User Content"). You grant HELM a worldwide, royalty‑free, sublicensable license to host, use, reproduce, modify, translate, distribute, publicly display, and create derivative works of User Content for Platform purposes.

10.2 Content Standards

User Content must be accurate, lawful, and not misleading, defamatory, obscene, infringing, or confidential. HELM may moderate, remove, or edit User Content at its discretion but has no obligation to do so.

10.3 Feedback

You agree that HELM may use any suggestions or feedback without restriction or compensation.

11. Privacy and Data

11.1 Privacy Notice

Our Privacy Notice explains how we collect, use, and share personal data. By using the Platform, you consent to those practices.

11.2 Privacy Data Use

Providers must process Client personal data only as necessary to perform the booking, keep it secure, and delete it when no longer needed. Unsolicited marketing is prohibited without consent.

11.3 Communications

HELM and other users may communicate via in‑app messaging, SMS, email, or calls. By providing your number/email, you consent to receive communications related to your account and bookings (including automated messages). You can opt out of non‑transactional marketing communications.

11.4 Call/Message Tools

HELM may provide masking or relay services for privacy and safety. HELM may monitor or record communications where permitted by law and our policies.

12. Intellectual Property; DMCA

12.1 HELM IP

The Platform and its content are owned by HELM or its licensors and protected by IP laws. Subject to these Terms, HELM grants you a limited, revocable, non‑exclusive, non‑transferable license to access and use the Platform.

12.2 Trademarks

HELM names and logos are trademarks of HELM. You may not use them without prior written permission.

12.3 DMCA

If you believe content infringes your copyright, send a notice to hello@itshelm.com with the information required by 17 U.S.C. §512(c)(3). HELM may remove content and terminate repeat infringers.

13. Third‑Party Services

The Platform may link to or integrate third‑party services (e.g., Stripe, mapping, identity verification, background checks). Use of those services may be subject to separate terms. HELM is not responsible for third‑party services and disclaims liability arising from them.

14. Insurance

14.1 Provider Insurance

Providers are solely responsible for maintaining appropriate insurance for their services (e.g., general liability, professional liability, auto/for‑hire, liquor liability, workers’ compensation where applicable).

14.2 Client Insurance

Clients are responsible for insuring their property and events. HELM does not provide insurance unless expressly stated in writing.

15. Disclaimers

The Platform and all services are provided "AS IS" and "AS AVAILABLE". To the fullest extent permitted by law, HELM disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non‑infringement. HELM does not warrant uninterrupted or error‑free operation, availability, or accuracy.

16. Limitation of Liability

To the maximum extent permitted by law, HELM and its affiliates, officers, directors, employees, and agents will not be liable for;

• indirect, incidental, special, consequential, exemplary, or punitive damages.

• loss of profits, revenues, goodwill, or data

• aggregate liability exceeding the greater of (i) the amounts paid by you to HELM in the twelve (12) months preceding the claim or (ii) US $100. These limits apply to any theory of liability and even if a remedy fails its essential purpose.

17. Indemnification

You agree to defend, indemnify, and hold harmless HELM and its affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• your use of the Platform

• your services or bookings

• your violation of these Terms or applicable law

• your User Content

• your infringement or misappropriation of rights.

18. Termination and Suspension

HELM may suspend or terminate your account or access to the Platform at any time for any or no reason, including suspected fraud, policy violations, legal risk, or non‑payment. You may stop using the Platform at any time. Sections that by their nature should survive will survive (e.g., payments owed, IP, disclaimers, limitations, indemnities, dispute resolution).

19. Modifications

HELM may modify these Terms and Platform features at any time. Material changes will be posted on the Platform with a new Effective Date. Your continued use after the Effective Date constitutes acceptance of the changes.

20. Dispute Resolution; Arbitration; Class Action Waiver

20.1 Arbitration Agreement

You and HELM agree to resolve any disputes arising out of or relating to these Terms or the Platform through binding individual arbitration administered by [AAA] under its Consumer Arbitration Rules, except that you may pursue claims in small claims court if eligible.

20.2 Class Action Wavier

You and HELM agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any class or representative proceeding.

20.3 Opt-Out

You may opt out of arbitration within 30 days of first accepting these Terms by sending written notice to hello@itshelm.com with your name, account email, and a clear statement that you opt out.

20.4 Governing Law

Venue. These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws. For any non‑arbitrable claims, the exclusive venue is the state or federal courts located in New Castle County, Delaware, and you consent to jurisdiction there.

21. Additional Terms for Service Providers

21.1 Qualifications

You represent that you and any staff you engage hold and will maintain all required licenses, permits, certifications (e.g., food handler, alcohol server, chauffeur), and insurance.

21.2 Staffing and Subcontractors

You are responsible for your staff and subcontractors, including payroll, taxes, benefits, workers’ compensation where applicable, and compliance with labor laws. If you use subcontractors, you must ensure they meet these Terms and applicable law.

21.3 Menus, Ingredients and Costs

For culinary services, you are responsible for procurement, accurate ingredient labeling, allergen disclosures, and safe handling. For cost‑plus engagements, you must provide itemized receipts upon request.

21.4 Vehicles and Driving

For driving/transport, you must comply with all for‑hire, livery, or TNC requirements applicable to your jurisdiction and service model and maintain appropriate commercial auto insurance.

21.5 Alcohol Services

For sommeliers, bartenders, and mixologists, you must comply with alcohol service laws, check IDs, and refuse service to intoxicated or underage persons. You may not sell alcohol without required permits.

21.6 Non-Solicitation

You will not solicit or accept bookings from Clients you met through the Platform outside the Platform during the Non‑Circumvention period (Section 8).

21.7 Recordkeeping; Audits

You agree to maintain accurate records related to Platform bookings and cooperate with reasonable HELM requests to verify compliance.