Helpforce AI Terms & Conditions

Effective Date: January 01, 2025
Last Updated: November 29, 2025
Version: 2.0

These Terms of Service ("Terms") govern your access to and use of the HelpForce AI Ltd. website, services, and products (collectively, the "Services").

CONTACT INFORMATION

HelpForce AI Ltd.
Commercial License Number: CL9930
Registered Address: Unit IH-00-VZ-01-FL-193, Level 1, Innovation Hub
Dubai International Financial Centre (DIFC), Dubai, UAE

General Support: support@helpforce.ai
Legal Inquiries: legal@helpforce.ai
Data Protection: privacy@helpforce.ai
Phone: +1 (646) 889-8373
Website: www.helpforce.ai

Authorized Signatory: Usman Ali Asghar (usman@helpforce.ai)

1. ACCEPTANCE OF TERMS

1.1 Agreement to Terms

By accessing, browsing, or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy (available at www.helpforce.ai/privacy-policy). If you do not agree to these Terms, you must not access or use our Services.

1.2 Binding Contract

These Terms constitute a legally binding agreement between you ("you," "your," or "User") and HelpForce AI Ltd. ("HelpForce," "we," "our," or "us").

1.3 Capacity and Authority

By using our Services, you represent and warrant that:

You are at least 18 years of age
You have the legal capacity to enter into binding contracts
If acting on behalf of an organization, you have the authority to bind that organization to these Terms
Your use of the Services complies with all applicable laws and regulations in your jurisdiction

1.4 Agreement on Behalf of Organization

If you are using the Services on behalf of a company, organization, or other legal entity:

You represent that you are authorized to bind that entity to these Terms
References to "you" include both you as an individual and the entity you represent
The entity accepts responsibility for your actions and omissions while using the Services

1.5 Modifications to Terms

We reserve the right to modify these Terms at any time. When we make material changes:

We will post the updated Terms on this page with a new "Effective Date"
We will provide notice through email, website banner, or other reasonable means
Material changes will take effect 30 days after notice is provided
Continued use of the Services after changes become effective constitutes acceptance
If you do not agree to modifications, you must discontinue use of the Services

1.6 Additional Terms

Certain Services may be subject to additional terms and conditions specified by us. In the event of conflict, additional terms take precedence over these general Terms for those specific Services.

2. USE OF SERVICES

2.1 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your internal business purposes.

2.2 Permitted Uses

You may use our Services only for lawful purposes and in accordance with these Terms, including:

Accessing our AI automation tools and technologies
Integrating our Services with your business systems
Utilizing our consulting and advisory services
Conducting authorized testing and evaluation
Collaborating on projects under agreed contracts

2.3 Prohibited Uses

You agree NOT to:

a) Legal Violations

Violate any applicable local, national, or international law or regulation
Infringe upon intellectual property rights of HelpForce or third parties
Violate privacy rights or data protection laws
Engage in fraudulent, deceptive, or misleading practices

b) System Abuse

Attempt to gain unauthorized access to our systems, networks, or data
Introduce viruses, malware, or other harmful code
Disrupt, interfere with, or overload our Services or servers
Use automated tools (bots, scrapers) without written permission
Reverse engineer, decompile, or disassemble our software
Circumvent security measures or authentication mechanisms

c) Misuse of AI Services

Use our AI tools to create harmful, illegal, or malicious content
Process personal data without proper legal basis or consent
Generate misinformation, deepfakes, or deceptive content
Violate third-party terms of service or acceptable use policies
Use Services for competitive intelligence or to develop competing products

d) Harmful Activities

Harass, threaten, or harm individuals or groups
Transmit hate speech, violence, or discriminatory content
Engage in spamming or unsolicited marketing
Impersonate HelpForce, our employees, or other users
Upload content that violates export control or sanctions laws

e) Data Restrictions

Access or process data you do not have legal rights to use
Mix test/development data with production systems without proper controls
Exfiltrate or copy our proprietary data or AI models
Share access credentials or sublicense Services without authorization

2.4 Account Security

You are responsible for:

Maintaining the confidentiality of your account credentials (username, password, API keys)
All activities that occur under your account
Notifying us immediately of any unauthorized access or security breach (email: support@helpforce.ai or privacy@helpforce.ai)
Using strong passwords and enabling multi-factor authentication (MFA) where available
Not sharing your account with unauthorized users

We reserve the right to suspend or terminate accounts that have been compromised or used in violation of these Terms.

2.5 Service Availability

We strive to provide reliable Services but do not guarantee uninterrupted or error-free operation
We may suspend Services for maintenance, upgrades, or security reasons with reasonable notice
We are not liable for service interruptions beyond our reasonable control (force majeure events)

3. INTELLECTUAL PROPERTY

3.1 Our Intellectual Property

All content, software, technologies, AI models, algorithms, code, documentation, designs, trademarks, logos, and materials provided by HelpForce ("HelpForce IP") remain our exclusive property or the property of our licensors.

HelpForce IP includes but is not limited to:

AI models, algorithms, and machine learning systems
Software, applications, and APIs
Website design, graphics, and user interfaces
Documentation, guides, and training materials
Trademarks: "HelpForce AI" and related logos
Trade secrets, know-how, and proprietary methodologies
Research, innovations, and intellectual property developed by us

3.2 Restrictions on Our IP

You may NOT without our prior written permission:

Copy, reproduce, distribute, or publicly display HelpForce IP
Modify, adapt, translate, or create derivative works
Reverse engineer, decompile, or attempt to extract source code
Remove, alter, or obscure copyright notices or proprietary markings
Use our trademarks, logos, or branding without authorization
Sublicense, sell, rent, lease, or transfer our IP to third parties
Use HelpForce IP to develop competing products or services

3.3 Your Intellectual Property

You retain all rights to:

Content, data, and materials you provide to us ("Your Content")
Your pre-existing intellectual property
Business processes, workflows, and proprietary information you share with us

3.4 License to Your Content

By providing Your Content to us, you grant HelpForce a limited, non-exclusive, worldwide, royalty-free license to:

Use, process, and analyze Your Content solely to provide the Services
Store and transmit Your Content as necessary for service delivery
Create derivative works for the limited purpose of improving our AI models (with anonymization and aggregation)
Use anonymized, aggregated data for research, development, and service improvement

We will NOT:

Claim ownership of Your Content
Use Your Content for purposes unrelated to providing Services to you
Share Your Content with third parties except as required to provide Services or as required by law
Use identifiable data from Your Content for marketing without your consent

3.5 AI Models and Custom Solutions

Unless otherwise agreed in a separate written contract:

a) Pre-Existing AI Models

AI models, tools, and technologies developed by us before engaging with you remain our property
You receive a license to use (not own) these models as part of the Services

b) Custom Development

Custom AI solutions, integrations, or code developed specifically for you under a Service Agreement may be governed by separate intellectual property terms
Ownership, licensing, and usage rights will be specified in the Service Agreement or Statement of Work (SOW)
Absent specific written agreement, HelpForce retains ownership of custom developments with you receiving a perpetual license to use

c) Improvements and Learnings

General improvements, enhancements, and learnings derived from our work with you (but not specific to your confidential data) remain our property
We may apply these improvements to benefit other clients and enhance our Services
Client-specific configurations and proprietary workflows remain your property

3.6 Feedback and Suggestions

If you provide feedback, suggestions, ideas, or recommendations about our Services:

You grant us an unrestricted, perpetual, irrevocable, worldwide, royalty-free license to use, implement, and commercialize the feedback
We are not obligated to implement feedback or provide compensation
Feedback becomes our property and is not subject to confidentiality obligations

4. AI AGENTS AND CUSTOM SOLUTIONS

4.1 AI Service Offerings

HelpForce offers domain-specific AI solutions, including:

Intelligent automation agents
Custom AI model development and training
Natural language processing (NLP) systems
Computer vision and image recognition
Robotic process automation (RPA)
Predictive analytics and machine learning solutions
AI consulting and advisory services

4.2 Default Ownership

Unless otherwise agreed in a separate written Service Agreement or Statement of Work (SOW):

All AI models, algorithms, code, and tools developed by HelpForce remain the property of HelpForce AI Ltd.
You receive a license to use these AI solutions as part of the Services
Licensing terms (scope, duration, exclusivity) will be specified in your Service Agreement

4.3 Custom Solutions and Service Agreements

Custom AI development projects may be governed by separate contracts that specify:

Scope of work and deliverables
Intellectual property ownership and licensing
Payment terms and milestones
Confidentiality and data protection obligations
Warranties, support, and maintenance
Liability limitations and indemnification
Termination conditions

If there is a conflict between these Terms and a signed Service Agreement, the Service Agreement takes precedence for that specific project.

4.4 AI Model Performance

We strive to develop high-quality AI solutions, but you acknowledge that:

AI systems are probabilistic and may not be 100% accurate in all cases
Performance depends on data quality, training, and configuration
Results may vary based on use case, environment, and inputs
Continuous monitoring, testing, and refinement may be necessary
Human oversight and validation are recommended for critical decisions

4.5 Client Responsibilities for AI Projects

When engaging us for AI development, you agree to:

Provide accurate, complete, and timely information and data
Ensure you have legal rights to provide data for AI training and processing
Designate qualified personnel to collaborate with our team
Review and test deliverables within agreed timelines
Provide feedback and accept/reject deliverables according to project milestones
Comply with applicable laws regarding AI use in your industry

5. FEES AND PAYMENT

5.1 Service Fees

Fees for our Services are specified in:

Service Agreements or Statements of Work (SOW)
Order forms and invoices
Our website pricing page (if applicable)

5.2 Payment Terms

Unless otherwise specified in your Service Agreement:

Invoices are due within 30 days of invoice date
Payment must be made in the currency specified on the invoice (typically USD or AED)
Late payments may incur interest at the rate of 1.5% per month or the maximum allowed by law, whichever is lower
We accept payment by bank transfer, credit card, or other methods specified in the invoice

5.3 Subscription Services

For subscription-based Services:

Subscriptions auto-renew unless you cancel before the renewal date
We will charge your payment method on file at each renewal
Subscription fees are non-refundable except as required by law or specified in your Service Agreement
You may cancel subscriptions by providing written notice at least 30 days before the next renewal date (email: support@helpforce.ai or legal@helpforce.ai)

5.4 Fee Changes

We reserve the right to modify our fees with 30 days' advance notice:

For existing contracts, fee changes apply upon renewal
For ongoing services without fixed term, fee changes take effect 30 days after notice
You may terminate Services if you do not agree to fee increases

5.5 Taxes

You are responsible for all applicable taxes (VAT, sales tax, withholding tax, etc.) except taxes on our net income. If we are required to pay taxes on your behalf, you will reimburse us or we will add the amount to your invoice.

5.6 Suspension for Non-Payment

If payment is more than 30 days overdue:

We may suspend access to Services until payment is received
We will provide 10 days' notice before suspension
Suspension does not relieve you of payment obligations
We may charge a reactivation fee to restore Services
If payment is more than 90 days overdue, we may terminate your account and delete data in accordance with our retention policies

6. DISCLAIMERS AND LIMITATION OF LIABILITY

6.1 Service Disclaimer - "AS IS" Provision

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HELPFORCE DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

Warranties of merchantability, fitness for a particular purpose, or non-infringement
That the Services will be uninterrupted, timely, secure, or error-free
That defects or errors will be corrected
That our servers or Services are free from viruses, malware, or other harmful components
That results or outputs from AI Services will be accurate, reliable, or suitable for your specific purposes
That our Services will meet your requirements or expectations

6.2 AI Technology Disclaimer

Our AI-powered solutions are continuously evolving technologies. While we strive for accuracy, reliability, and performance:

AI outputs are probabilistic and may not always be 100% accurate
Results depend on data quality, model training, configuration, and use case
AI systems may produce unexpected or incorrect results in certain scenarios
Human oversight, review, and validation are recommended for critical business decisions
We do not guarantee specific business outcomes, cost savings, efficiency gains, or other results from using our AI Services
You are responsible for validating AI outputs and determining their suitability for your purposes

YOU ACKNOWLEDGE THAT:

AI is a developing field with inherent limitations and uncertainties
No AI system is perfect or infallible
You use AI Services at your own risk
You should not rely solely on AI outputs without independent verification for high-stakes decisions

6.3 Limitation of Liability - CRITICAL TERMS

TO THE MAXIMUM EXTENT PERMITTED BY DIFC LAW AND APPLICABLE LEGISLATION:

a) Total Liability Cap

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS, THE SERVICES, OR OUR RELATIONSHIP WITH YOU SHALL NOT EXCEED THE LESSER OF:

THE TOTAL FEES YOU PAID TO US IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR
AED 50,000 (FIFTY THOUSAND UNITED ARAB EMIRATES DIRHAMS)

THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

b) Excluded Damages - NO LIABILITY FOR INDIRECT DAMAGES

WE SHALL NOT BE LIABLE FOR ANY:

Indirect, incidental, special, consequential, exemplary, or punitive damages
Loss of profits, revenue, business, or anticipated savings
Loss of data, business interruption, or loss of business opportunity
Loss of goodwill, reputation, or customer relationships
Cost of procurement of substitute goods or services
Third-party claims or demands
Any damages arising from your use of or inability to use the Services
Damages resulting from unauthorized access to or alteration of your transmissions or data
Damages resulting from errors, bugs, or defects in the Services
Damages from AI outputs or decisions made based on AI recommendations

EVEN IF WE HAVE BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

c) Time Limitation for Claims

ANY CLAIM AGAINST HELPFORCE MUST BE BROUGHT WITHIN 12 MONTHS OF THE DATE THE CAUSE OF ACTION AROSE, OR IT IS PERMANENTLY BARRED.

6.4 Exceptions to Limitation of Liability

The limitations in Section 6.3 DO NOT APPLY TO AND DO NOT LIMIT LIABILITY FOR:

Death or personal injury caused by our negligence or willful misconduct
Fraud or fraudulent misrepresentation
Gross negligence or intentional misconduct by HelpForce
Violations of data protection laws (DIFC Data Protection Law 2020, GDPR) resulting from our failure to implement required safeguards
Breaches of confidentiality obligations under these Terms or separate agreements
Our indemnification obligations under Section 11
Infringement of your intellectual property rights by HelpForce
Any liability that cannot be excluded or limited under DIFC law or other applicable mandatory law

6.5 Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms due to circumstances beyond our reasonable control, including:

Natural disasters (earthquakes, floods, hurricanes, pandemics)
War, terrorism, civil unrest, or government actions
Internet, telecommunications, or utility failures
Cyberattacks or security breaches affecting third-party infrastructure
Labor disputes or strikes
Acts of God or other force majeure events

During force majeure events, our performance obligations are suspended for the duration of the event. If force majeure continues for more than 90 days, either party may terminate the affected Services with written notice.

7. CONFIDENTIALITY

7.1 Confidential Information Defined

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, or electronically, that:

Is marked or identified as "Confidential," "Proprietary," or similar designation
Should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure

Examples of Confidential Information include:

Business plans, strategies, and financial information
Technical data, AI models, algorithms, and source code
Customer lists, pricing, and commercial terms
Trade secrets, know-how, and proprietary processes
Product roadmaps and development plans
Personal data and customer information
Information disclosed during negotiations or collaborations

7.2 Exclusions from Confidential Information

Confidential Information does NOT include information that:

Is or becomes publicly available without breach of these Terms
Was known to the Receiving Party before disclosure without confidentiality obligations
Is independently developed by the Receiving Party without use of Confidential Information
Is rightfully received from a third party without confidentiality restrictions
Is required to be disclosed by law, court order, or regulatory authority (with notice to Disclosing Party where legally permissible)

7.3 Obligations of Receiving Party

The Receiving Party agrees to:

Maintain Confidential Information in strict confidence
Use Confidential Information only for purposes of performing obligations under these Terms or the Service Agreement
Protect Confidential Information using at least the same degree of care as it uses for its own confidential information (but no less than reasonable care)
Limit access to Confidential Information to employees, contractors, and agents who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as these Terms
Not disclose Confidential Information to third parties without prior written consent of the Disclosing Party
Promptly notify the Disclosing Party of any unauthorized disclosure or use

7.4 Duration of Confidentiality Obligations

Confidentiality obligations shall remain in effect for:

The duration of these Terms, AND
Five (5) years after termination of these Terms

However, confidentiality obligations for trade secrets shall continue indefinitely or until the information no longer qualifies as a trade secret.

8. TERMINATION

8.1 Termination by You

You may terminate these Terms or your use of Services:

a) For Convenience

For subscription services: Provide written notice at least 30 days before the next renewal date
For project-based services: As specified in the Service Agreement or SOW
Termination takes effect at the end of the then-current subscription or project term

b) For Cause

You may terminate immediately with written notice if:

We materially breach these Terms and fail to remedy within 30 days of written notice
We cease business operations or become insolvent
We experience a force majeure event lasting more than 90 days

8.2 Termination by Us

We may terminate or suspend your access to Services:

a) For Cause (Immediate Termination)

You materially breach these Terms (including non-payment, prohibited uses, security violations)
You violate intellectual property rights or confidentiality obligations
Your use poses security or legal risks to us or other users
You provide false information or misrepresent your identity or authority
You become insolvent, enter bankruptcy, or cease operations
Required by law or regulatory order

b) For Convenience

We may terminate subscription services with 90 days' written notice
We may discontinue Services generally with 180 days' notice to all customers

c) Suspension Pending Investigation

We may suspend Services immediately if we reasonably believe there is security breach, violation of these Terms, or legal risk
We will notify you of suspension and provide opportunity to remedy if possible
Services will be restored upon satisfactory resolution

8.3 Effect of Termination

Upon termination or expiration:

a) Immediate Effects

Your right to access and use the Services terminates immediately
We may deactivate your account and access credentials
You must cease all use of HelpForce IP and Materials
Outstanding fees become immediately due and payable

b) Data Retrieval Period (30 Days)

You have 30 days after termination to retrieve your data from our systems
Submit data retrieval requests to support@helpforce.ai or privacy@helpforce.ai
We will provide data in a commonly used format (CSV, JSON, PDF, etc.)
We may charge reasonable fees for data extraction and delivery

c) Data Deletion

After the 30-day retrieval period, we will delete or anonymize your data in accordance with our Privacy Policy and data retention obligations
We may retain data as required by law, regulation, or for legitimate business purposes (accounting, audits, dispute resolution)
Deletion is permanent and irreversible

d) Surviving Provisions

The following provisions survive termination: Sections 3 (Intellectual Property), 5 (Fees and Payment for pre-termination services), 6 (Disclaimers and Limitation of Liability), 7 (Confidentiality), 9 (Data Processing and Privacy), 11 (Indemnification), 12 (Dispute Resolution), and any other provisions that by their nature should survive.

9. DATA PROCESSING AND PRIVACY

9.1 Roles and Responsibilities

When you use our Services, data protection roles are defined as follows:

a) HelpForce as Data Controller

We act as a Data Controller for:

Your account information (name, email, contact details, job title)
Billing and payment data
Usage analytics and service performance data
Marketing communications data
Website visitor data and cookies

b) HelpForce as Data Processor

We act as a Data Processor for:

Client data and customer information you provide or upload to our Services
Personal data processed through our AI tools on your behalf
Data you store, transmit, or process using our Services

c) You as Data Controller

When using our Services to process personal data, you act as a Data Controller and are responsible for:

Ensuring lawful basis for processing
Providing required notices to data subjects
Obtaining necessary consents
Responding to data subject rights requests
Ensuring compliance with applicable data protection laws

9.2 Data Protection Compliance

We comply with:

DIFC Data Protection Law 2020 (DIFC Law No. 5 of 2020)
EU General Data Protection Regulation (GDPR)
UAE Personal Data Protection Laws (current and forthcoming)
Pakistan Personal Information Protection laws
Other applicable data protection laws in jurisdictions where we operate

9.3 International Data Transfers

Your data may be processed in multiple jurisdictions:

a) Countries with Adequate Protection (Article 26, DIFC DP Law 2020)

European Union member states (Italy-based engineers)
Other countries recognized as providing adequate protection by DIFC

b) Countries with Additional Safeguards (Article 27, DIFC DP Law 2020)

United States (AWS, Azure, cloud infrastructure)
Pakistan (software engineering and development team)

We ensure lawful transfers through:

Explicit consent from data subjects (Article 27(2)(a), DIFC DP Law)
Standard Contractual Clauses (SCCs) with cloud providers and sub-processors
Data Processing Agreements (DPAs) with all processors
Appropriate technical and organizational security measures (encryption, access controls)

9.4 Data Processing Agreement (DPA)

For enterprise clients, we provide a comprehensive Data Processing Agreement (DPA) that includes:

Detailed processing instructions and purposes
Security measures and compliance obligations
Sub-processor list and notification procedures
Data breach notification protocols
Data subject rights assistance procedures
Audit rights and compliance reporting
Standard Contractual Clauses for international transfers (when required)
Liability and indemnification provisions specific to data processing

To request our DPA: Email legal@helpforce.ai or privacy@helpforce.ai

9.5 Privacy Policy

Our comprehensive Privacy Policy (available at www.helpforce.ai/privacy-policy) provides additional details about:

Types of data we collect
How we use and share data
Your data protection rights
Security measures
Cookies and tracking
Contact information for privacy inquiries

By using our Services, you also agree to our Privacy Policy.

10. COMPLIANCE AND AUDITS

10.1 Our Compliance Program

We maintain an ongoing compliance program to ensure adherence to:

DIFC Data Protection Law 2020 and DIFC commercial regulations
EU GDPR and other international data protection laws
Industry best practices for AI, data processing, and information security
ISO 27001 Information Security Management standards (in progress)
Relevant industry-specific regulations applicable to our clients

10.2 Audit Rights

a) Your Audit Rights (Enterprise Clients)

Upon reasonable written notice (minimum 30 days):

You may audit our data processing activities related to your data
Audits may be conducted once per year during normal business hours
Audits must not unreasonably interfere with our operations
You bear all costs of audits unless we are found in material breach
Audits are subject to confidentiality obligations
We may satisfy audit requirements by providing third-party audit reports (ISO 27001, SOC 2, etc.), our ROPA and security documentation, questionnaires and certifications, or virtual walkthroughs

b) Regulatory Audit Cooperation

We will cooperate fully with audits, inspections, and investigations by:

DIFC Registrar of Companies
DIFC Commissioner of Data Protection
EU supervisory authorities and Data Protection Authorities (DPAs)
Other relevant regulatory bodies

11. INSURANCE AND INDEMNIFICATION

11.1 Your Indemnification of Us

You agree to indemnify, defend, and hold harmless HelpForce AI Ltd., its parent company (if any), subsidiaries, affiliates, officers, directors, employees, agents, contractors, and licensors ("HelpForce Indemnitees") from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) arising from or related to:

a) Your Use of Services

Your breach or violation of these Terms
Your breach of separate Service Agreements, SOWs, or contracts
Your negligent or willful misconduct
Your violation of any applicable law, regulation, or third-party rights

b) Your Content and Data

Infringement or misappropriation of intellectual property rights by Your Content
Violation of privacy rights or data protection laws related to data you provide or process
Defamation, libel, or other tortious conduct related to Your Content
Illegal, harmful, or unauthorized content you upload or process through our Services

c) Data Protection Violations

Your failure to obtain required consents or provide required notices to data subjects
Your processing of personal data without lawful basis
Your failure to respond appropriately to data subject rights requests
Your violation of data protection laws as a Data Controller

11.2 Our Indemnification of You

We agree to indemnify, defend, and hold you harmless from and against third-party claims that our Services infringe or misappropriate third-party intellectual property rights (patents, copyrights, trademarks, trade secrets), provided that:

a) Conditions

You promptly notify us in writing of the claim (within 30 days of becoming aware)
You give us sole control of the defense and settlement of the claim
You provide reasonable cooperation and assistance in the defense (at our expense)
You do not make admissions or settle the claim without our prior written consent

b) Our Remedies

If an infringement claim arises or is likely, we may at our sole option:

Obtain the right for you to continue using the Services without infringement
Modify or replace the Services to make them non-infringing while maintaining substantially similar functionality
If the above options are not commercially reasonable, terminate your access to the affected Services and refund prepaid fees on a pro-rata basis for the terminated portion

c) Exclusions from Our Indemnification

We have no obligation to indemnify you for claims arising from:

Your modification of our Services or combination with third-party products
Your use of Services in violation of these Terms or our instructions
Your use of outdated or unsupported versions of Services after updates are made available
Third-party content, services, or integrations you choose to use with our Services
Your Content or data you provide

12. DISPUTE RESOLUTION AND GOVERNING LAW

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre (DIFC), without regard to its conflict of law provisions or principles.

The following laws and regulations apply:

DIFC Contract Law (DIFC Law No. 6 of 2004)
DIFC Data Protection Law 2020 (DIFC Law No. 5 of 2020)
DIFC regulations and rules issued by the DIFC Registrar
Common law principles as applied and interpreted by DIFC Courts

The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

12.2 Exclusive Jurisdiction

Any dispute, controversy, difference, or claim arising out of or relating to these Terms, including their existence, validity, interpretation, performance, breach, termination, or the legal relationships established by these Terms, shall be subject to the exclusive jurisdiction of the DIFC Courts.

You irrevocably submit to the exclusive jurisdiction of the DIFC Courts and waive any objection to jurisdiction or venue in the DIFC Courts.

DIFC Courts Structure:

DIFC Court of First Instance (initial trial court)
DIFC Court of Appeal (appellate review)
Further appeals may lie to the Dubai Court of Cassation in limited circumstances

12.3 Dispute Resolution Process

Before initiating formal legal proceedings in the DIFC Courts, the parties agree to follow this dispute resolution process:

Step 1: Informal Negotiation (30 Days)

Either party may initiate by sending a written notice of dispute to the other party
Notice must describe the dispute, relevant facts, and desired resolution
Notice must be sent to:
- For HelpForce: legal@helpforce.ai and Unit IH-00-VZ-01-FL-193, Level 1, DIFC, Dubai, UAE
- For You: The email address and mailing address in your account
Senior executives from both parties (with authority to settle) shall meet in person or via video conference within 30 days
Parties will make good faith efforts to resolve the dispute amicably

Step 2: Mediation (Optional, 60 Days)

If negotiation fails, either party may propose mediation
Mediation may be conducted through:
- DIFC-LCIA Arbitration Centre (www.difc-lcia.org)
- Dubai International Arbitration Centre (DIAC)
- Mutually agreed independent mediator
Mediation costs shall be split equally between the parties
Mediation is non-binding and confidential
Either party may terminate mediation at any time and proceed to litigation

Step 3: DIFC Court Litigation

If dispute resolution efforts fail or either party declines mediation, either party may file a claim in the DIFC Court of First Instance
Court proceedings shall be conducted in English
DIFC Rules of Court (RDC) apply to all proceedings
Judgments of DIFC Courts are enforceable in accordance with DIFC law and applicable enforcement treaties

12.4 Exceptions - Emergency Relief

Nothing in this Section 12 prevents either party from seeking emergency or provisional relief from the DIFC Courts or other courts of competent jurisdiction to:

Prevent irreparable harm or imminent injury
Protect intellectual property rights (injunctions against infringement, restraining orders)
Enforce confidentiality obligations and prevent unauthorized disclosure
Preserve evidence or prevent spoliation
Secure assets or prevent dissipation of assets
Enforce interim measures pending resolution of the underlying dispute

Emergency relief may be sought without first engaging in negotiation or mediation.

12.5 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT:

Disputes must be brought on an individual basis only
You waive the right to participate as a plaintiff or class member in any purported class action, collective action, representative proceeding, or consolidated proceeding
You may not bring claims on behalf of other parties or join claims with other parties
The parties may not consolidate claims without mutual written consent

If the class action waiver is found unenforceable, the remainder of this Section 12 remains in effect.

12.6 Time Limitation for Claims

ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES MUST BE FILED WITHIN 12 MONTHS AFTER THE CAUSE OF ACTION AROSE, OR IT SHALL BE PERMANENTLY BARRED.

The limitations period begins when:

The claimant knew or should have known of the facts giving rise to the claim
The harm or injury occurred
The breach or violation took place

Whichever is earliest.

This time limitation applies to the maximum extent permitted by applicable law.

12.7 Language and Interpretation

All proceedings, documents, and communications shall be in English
If these Terms are translated into other languages, the English version controls in case of any conflict or ambiguity
Terms defined in these Terms have the meanings specified herein
Headings and section titles are for convenience only and do not affect interpretation
"Including" means "including but not limited to"
References to "days" mean calendar days unless specified as "business days"
References to "writing" or "written" include email communications

12.8 Waiver of Jury Trial

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS.

12.9 Costs and Attorneys' Fees

a) Prevailing Party

In any dispute resolved through litigation or arbitration:

The prevailing party shall be entitled to recover reasonable attorneys' fees, expert witness fees, court costs, and other expenses incurred in connection with the dispute
"Prevailing party" means the party that obtains substantially the relief sought

b) Frivolous Claims

If a court or tribunal determines that a claim or defense was frivolous, brought in bad faith, or for purposes of harassment:

The party bringing the frivolous claim shall pay the other party's reasonable costs and fees
Additional sanctions may be imposed as permitted by law

12.10 Enforcement of Judgments

Judgments of DIFC Courts are enforceable in the Dubai Courts and internationally under applicable treaties and conventions
The parties agree to cooperate in enforcement proceedings
Each party consents to the recognition and enforcement of DIFC Court judgments in any jurisdiction where enforcement is sought

12.11 Severability

If any provision of this Section 12 (or any other provision of these Terms) is found by a court or tribunal to be invalid, illegal, or unenforceable:

The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable
If modification is not possible, the invalid provision shall be severed
The remainder of these Terms shall remain in full force and effect
The parties agree to negotiate in good faith to replace any severed provision with a valid provision that achieves the original intent

13. GENERAL PROVISIONS

13.1 Entire Agreement

These Terms, together with:

Our Privacy Policy (www.helpforce.ai/privacy-policy)
Any separate Service Agreements, Statements of Work (SOWs), or Order Forms you have executed
Any Data Processing Agreements (DPAs)
Any other documents expressly incorporated by reference

Constitute the entire agreement between you and HelpForce regarding the Services and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral.

In the event of conflict:

Executed Service Agreements or SOWs take precedence over these general Terms for the specific services covered
These Terms take precedence over any conflicting terms in purchase orders, invoices, or other business documents
The Privacy Policy takes precedence for matters specifically related to personal data processing

13.2 Amendments and Modifications

a) Amendments by HelpForce

We reserve the right to modify these Terms at any time:

Updates will be posted on this page with a new "Effective Date" and "Version" number
For material changes affecting your rights or obligations:
- We will provide at least 30 days' advance notice via email or prominent website notice
- Changes take effect 30 days after notice
- Continued use after the effective date constitutes acceptance
For non-material changes (clarifications, corrections, formatting):
- Changes take effect immediately upon posting
- Regular review of Terms is your responsibility

b) Material Changes Include:

Changes to fees, payment terms, or refund policies
Expansion of our rights or reduction of your rights
Changes to intellectual property ownership
Modifications to liability limitations or disclaimers
Changes to dispute resolution or governing law
Addition of new prohibited uses or restrictions

c) Your Options if You Disagree

If you do not agree to amended Terms:

Discontinue use of the Services before the effective date
Request termination and data deletion (subject to Section 8)
For subscription services, cancel before the next renewal

d) No Other Modifications

These Terms may not be modified, amended, or supplemented except:

By written amendment signed by authorized representatives of both parties (for enterprise clients with custom agreements)
By updated Terms posted by HelpForce as described above
Purchase orders, terms on invoices, or other unilateral documents do not modify these Terms

13.3 Assignment

a) Assignment by You

You may not assign, transfer, delegate, or sublicense these Terms or your rights and obligations hereunder without our prior written consent.

Prohibited assignments include:

Transfer to affiliates, subsidiaries, or parent companies (without consent)
Transfer in connection with merger, acquisition, or sale of assets (without consent)
Sublicensing of Services to third parties
Assignment of contractual rights or obligations

Any attempted assignment in violation of this section is void.

b) Assignment by Us

We may assign these Terms without your consent:

To affiliates or subsidiaries under common control
In connection with merger, acquisition, reorganization, or sale of all or substantially all assets
To a successor entity in a corporate restructuring

We will provide notice of assignment that materially affects your rights or service delivery.

c) Effect of Assignment

Upon valid assignment:

These Terms bind and benefit the parties' successors and permitted assigns
Assignee assumes all rights and obligations of the assignor
Assignor remains liable for obligations accrued prior to assignment (unless released in writing)

13.4 Notices

a) Notice to You

We may provide notices to you:

By email to the address associated with your account
By posting notice on our website or within the Services
By mail to the address in your account (for legal notices)

Notices are deemed received:

Email: 24 hours after sending (if not returned as undeliverable)
Website posting: Immediately upon posting
Mail: 5 business days after mailing (certified/registered mail)

You are responsible for maintaining current contact information in your account.

b) Notice to Us

You must send notices to HelpForce:

For general matters: support@helpforce.ai
For legal/contractual matters: legal@helpforce.ai
For data protection matters: privacy@helpforce.ai
By mail to: HelpForce AI Ltd., Unit IH-00-VZ-01-FL-193, Level 1, Innovation Hub, DIFC, Dubai, UAE

Notices are deemed received:

Email: Upon confirmation of receipt or 24 hours after sending
Mail: Upon actual receipt with proof of delivery

For legal disputes, formal notices must be sent via registered mail or courier with tracking.

13.5 Force Majeure

Neither party shall be liable for failure or delay in performing obligations under these Terms due to circumstances beyond its reasonable control ("Force Majeure Event"), including:

Natural disasters: earthquakes, floods, hurricanes, tsunamis, wildfires, pandemics
War, terrorism, civil unrest, riots, government actions, or sanctions
Internet, telecommunications, or utility failures not caused by the affected party
Cyberattacks, DDoS attacks, or security breaches affecting third-party infrastructure
Labor disputes, strikes, or lockouts
Supplier failures or shortages beyond the affected party's control
Acts of God or other unforeseeable catastrophic events

Affected party must:

Notify the other party promptly of the Force Majeure Event
Use commercially reasonable efforts to mitigate effects and resume performance
Resume performance as soon as reasonably possible after the Force Majeure Event ends

If a Force Majeure Event continues for more than 90 consecutive days:

Either party may terminate the affected Services with written notice
No liability or penalty for termination due to prolonged Force Majeure
You pay for services rendered through the date of termination on a pro-rata basis

Force Majeure does not excuse payment obligations for services already rendered.

13.6 Relationship of Parties

a) Independent Contractors

You and HelpForce are independent contractors. These Terms do not create:

Partnership, joint venture, or agency relationship
Employer-employee relationship
Franchisor-franchisee relationship
Any other relationship except that of independent contracting parties

b) No Authority to Bind

Neither party has authority to:

Bind the other party to contracts or obligations
Make representations or warranties on behalf of the other party
Incur liabilities or expenses chargeable to the other party

c) Contractor Responsibilities

Each party is responsible for:

Its own employees, contractors, and agents
Compliance with employment laws, tax obligations, and insurance requirements
Its own business operations and decision-making

13.7 Third-Party Beneficiaries

These Terms are for the benefit of the parties only. No third party (including employees, contractors, affiliates, or customers) is a beneficiary of these Terms or has any right to enforce any provision, except:

HelpForce Indemnitees as specified in Section 11 (Indemnification)
Our affiliates, successors, and permitted assigns

13.8 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction:

The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent
If modification is not possible, the invalid provision shall be severed from these Terms
The remainder of these Terms shall continue in full force and effect
The invalidity of any provision does not affect the validity of other provisions

13.9 Waiver

a) No Waiver by Failure to Act

Our failure or delay in exercising any right or remedy under these Terms does not constitute a waiver of that right or remedy.

b) No Waiver by Single Act

A single or partial exercise of any right or remedy does not preclude further exercise of that right or any other right or remedy.

c) Written Waiver Required

Waiver of any provision must be in writing and signed by an authorized representative of the waiving party.

d) No Continuing Waiver

Waiver of a breach does not constitute waiver of any subsequent breach, whether of the same or a different provision.

13.10 Survival

The following provisions survive termination or expiration of these Terms:

Section 3 (Intellectual Property)
Section 5 (Fees and Payment - for amounts due through termination)
Section 6 (Disclaimers and Limitation of Liability)
Section 7 (Confidentiality)
Section 9 (Data Processing and Privacy - for retained data)
Section 11 (Indemnification)
Section 12 (Dispute Resolution)
Section 13 (General Provisions)
Any other provision that by its nature should survive termination

13.11 Interpretation and Construction

a) Headings

Section headings and titles are for convenience only and do not affect the interpretation or meaning of these Terms.

b) Definitions

"Including" means "including but not limited to" and does not limit the generality of preceding language
"Or" is not exclusive (means "and/or" unless context clearly indicates otherwise)
Singular includes plural and vice versa
References to "person" include individuals, corporations, and other legal entities
"You" and "your" refer to the individual or entity accepting these Terms

c) No Presumption Against Drafter

These Terms shall not be construed against either party as the drafter. Both parties have had opportunity to review and negotiate these Terms.

d) Entire Agreement

These Terms, including incorporated documents, constitute the entire agreement and supersede all prior agreements, whether written or oral.

13.12 Export Control and Sanctions Compliance

You agree to comply with all applicable export control laws, sanctions, and regulations, including:

UAE export control laws
US Export Administration Regulations (EAR)
EU export control regulations
UN sanctions and embargoes

You represent and warrant that:

You are not located in, under the control of, or a national or resident of any country subject to comprehensive sanctions (e.g., Iran, North Korea, Syria, Cuba, Crimea region)
You are not listed on any government restricted party list (e.g., US SDN List, EU Consolidated List)
You will not use our Services in violation of any export control or sanctions laws
You will not export, re-export, or transfer our Services or technology to prohibited countries or persons

We reserve the right to suspend or terminate Services if we believe you may be in violation of export control or sanctions laws.

13.13 Government Use (If Applicable)

If you are a government entity or using our Services on behalf of a government:

Our Services are "Commercial Computer Software" and "Commercial Computer Software Documentation" as defined in applicable procurement regulations
Use, duplication, and disclosure are subject to the restrictions in these Terms
If additional terms are required by law, we will negotiate a separate agreement

13.14 Language

These Terms are drafted in English. If translated into other languages, the English version controls in case of conflict or ambiguity.

13.15 Counterparts and Electronic Signatures

For Service Agreements, SOWs, or amendments executed separately:

Documents may be executed in counterparts, each constituting an original
Electronic signatures (e.g., DocuSign, Adobe Sign) are valid and binding
Facsimile or PDF signatures are acceptable

13.16 No Third-Party Services Required

These Terms do not require you to use any specific third-party services, platforms, or products. You are free to choose your own vendors, subject to compatibility and integration requirements.

13.17 Feedback

We welcome your feedback about our Services. However:

Feedback is voluntary and provided without compensation
We may use feedback without restriction or obligation
Feedback becomes our property and is not confidential (unless covered by a separate NDA)
We have no obligation to implement feedback

13.18 Updates to Services

We continuously improve and update our Services:

We may add, modify, or discontinue features at any time
We will provide reasonable notice of material changes that adversely affect functionality
We may release beta or experimental features that are clearly marked as such
Beta features are provided "as is" without warranties or support commitments

14. CONTACT US

For questions, concerns, or inquiries regarding these Terms or our Services, please contact us:

HelpForce AI Ltd.
‍Commercial License Number: CL9930
Unit IH-00-VZ-01-FL-193, Level 1, Innovation Hub
Dubai International Financial Centre (DIFC)
Dubai, United Arab Emirates

General Inquiries and Support:
Email: support@helpforce.ai
‍Response Time: Within 48 business hours

Data Protection and Privacy Inquiries:
Email: privacy@helpforce.ai
‍Response Time: Within 30 days (48 hours for urgent matters)

Legal and Contractual Matters:
Email: legal@helpforce.ai
‍Response Time: Within 5 business days

Phone (All Inquiries):+1 (646) 889-8373
Available: Monday - Friday, 9:00 AM - 5:00 PM GST (Gulf Standard Time)

Website: www.helpforce.ai
‍Contact Form: www.helpforce.ai/contact

Data Protection Contact:
Usman Ali Asghar
Email: usman@helpforce.ai

Authorized Signatory: Usman Ali Asghar

Business Hours: Monday - Friday: 9:00 AM - 5:00 PM GST
Closed: Saturday - Sunday

Mailing Address for Legal Notices:
HelpForce AI Ltd.
Unit IH-00-VZ-01-FL-193
Level 1, Innovation Hub
Dubai International Financial Centre (DIFC)
PO Box 507359
Dubai, United Arab Emirates

DIFC Registration Information:
Commercial License: CL9930
DIFC Data Protection Registration: (Pending Approval)
Company Activities: Innovation & AI Consultancy, Technology Research & Development, IT Consultancy, Web Design, Software Development

We aim to respond to all inquiries as quickly as possible. For urgent legal matters, please mark your email "URGENT - Legal Request" in the subject line.

Thank you for trusting HelpForce AI Ltd. with your information. Your Terms or our Services are important to us.

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END OF TERMS AND CONDITIONS