Halio – Terms of Service

1. Introduction

These Terms and Conditions (“Terms”) govern access to and use of the Halio content creation and social media management platform (the “Platform”), provided by Plus M3 Ltd (trading as Halio) (“Halio”, “we”, “us”, “our”). By creating an account or using the Platform, you agree to these Terms.

These Terms incorporate, by reference, the following additional policies and documents (together, the “Policies”):

Where there is any inconsistency, these Terms take precedence, followed by the Policies in the order listed above unless expressly stated otherwise.

2. Definitions

Acceptable Use Policy (AUP): Halio’s rules governing permitted use of the Platform.

‍Agreement: These Terms together with the Policies and any Order/Subscription.

‍Authorised User: An individual permitted by you to access the Platform under your Subscription.

‍Content: Collectively, User Content, Halio Content, and Licensed Content.

‍Confidential Information: Non-public information disclosed by one party to the other, designated or reasonably understood as confidential.

‍Halio Content: Content provided by Halio via the Platform (excluding Licensed Content).

‍Licensed Content: Third-party content made available via the Platform subject to third-party terms.

‍Order / Subscription: Your subscription selection, plan, and pricing as confirmed at checkout or in an order form.

‍Platform: Halio’s web and mobile applications, APIs, and related services.

‍Subscription Fees: Fees payable for access to the Platform.

‍Third-Party Providers: External services or social networks integrated with the Platform.

‍User Content: Content submitted, uploaded, generated, or scheduled by you or your Authorised Users.

‍User Data: Personal data and business data processed on your behalf via the Platform.

‍White-Label Licensee: An organisation licensing a white-label version of Halio for its end users.

3. Software and Services

3.1 Licence. Subject to the Agreement and payment of Fees, Halio grants you a non-exclusive, non-transferable, non-sublicensable licence to use the Platform for your internal business purposes during your Subscription term.

3.2 Restrictions. You must not assign, sublicense, lease, or otherwise transfer your rights, nor attempt to reverse-engineer, decompile, or discover source code.

3.3 Skill and Care. Halio will provide the Platform with reasonable skill and care and in accordance with applicable law and the SLA.

3.4 Updates. We may update or modify the Platform (including to maintain integrations with Third-Party Providers). Updates will not materially degrade the Platform’s core functionality; where practicable, we will notify you of significant changes.

4. Support and Availability

4.1 Support is provided per the SLA.

4.2 Availability is provided per the SLA. Scheduled maintenance, force majeure, and Third-Party Provider failures are excluded from uptime calculations. Halio does not warrant continuous availability of third-party integrations and accepts no liability for changes or failures in such services.

5. Fees and Payment

5.1 Fees. You will pay the Subscription Fees shown during checkout or under your Order. Fees are exclusive of VAT and applicable taxes, which are your responsibility.

5.2 Overdue Amounts. If a payment remains unpaid 30 days after written notice, we may (i) charge interest at 6% above the Bank of England Base Rate and/or (ii) suspend access until paid.

5.3 Adjustments. We may adjust Fees at renewal with at least 30 days’ prior notice.

5.4 No Set-Off. Fees are non-cancellable and non-set-off, except as required by law or expressly provided in the Agreement.

6. Data Protection and Confidentiality

6.1 Processing. We process User Data solely to provide and support the Platform, as detailed in the Privacy Policy and Data Protection Policy.

6.2 Compliance. Each party will comply with applicable data protection laws (including UK GDPR and Data Protection Act 2018).

6.3 Security & Breach. We implement appropriate technical and organisational measures. We will notify you without undue delay of any personal data breach and provide reasonable assistance.

6.4 Confidentiality. Each party will protect the other’s Confidential Information and use it only for the Agreement’s purposes.

6.5 Aggregated Data. We may use de-identified, aggregated data to improve and operate the Platform, analytics, and security.

6.6 Retention and Backups. Following termination, we retain User Data for 30 days to enable export on request. Backups containing User Data may persist for up to 90 days before being overwritten, after which data is permanently deleted unless retention is required by law.

7. Intellectual Property

7.1 Halio IP. All IP rights in the Platform and Halio Content remain with Halio and its licensors.

7.2 User IP. You retain all IP rights in your User Content and User Data.

7.3 Licensed Content. Licensed Content is subject to the Licensed Content Terms and any third-party licence terms surfaced in-app.

7.4 Copyright Policy. Infringement claims are handled under the Copyright Policy.

7.5 Operational Licence to Halio. You grant Halio a non-exclusive, royalty-free licence to host, process, transmit, display, and otherwise use User Content and User Data solely to provide the Platform and related support.

7.6 AI Outputs. As between you and Halio, and subject to third-party rights and applicable law, you may use AI-generated outputs created within your account. Halio does not warrant that AI outputs will be accurate, non-infringing, or fit for any purpose. You are responsible for human review and compliance.

8. AI Features – Disclaimers, Responsibilities, and Indemnity

8.1 Assistive Only; No Advice. AI features are assistive tools. Outputs may be incomplete, inaccurate, misleading, out-of-date, or inappropriate for your specific context. AI outputs do not constitute legal, financial, tax, investment, medical, regulatory, or other professional advice.

8.2 User Responsibility. You are solely responsible for: (a) reviewing, verifying, editing, and approving AI outputs before use; (b) ensuring any outputs are compliant with your regulator, professional rules, platform policies (e.g., social networks), and your internal/company requirements; and (c) decisions made or actions taken based on AI outputs.

8.3 Content & IP. You must not prompt the AI to produce content that infringes the rights of others or violates law. You acknowledge that AI outputs may resemble existing content; Halio makes no guarantee of originality or non-infringement.

8.4 Prohibited Uses. You must not use AI features to generate unlawful, discriminatory, harmful, or misleading content, or to evade platform or regulatory restrictions.

8.5 Liability Exclusion for AI Outputs. To the fullest extent permitted by law, Halio has no liability arising from or related to AI prompts, inputs, instructions, outputs, or your reliance on them.

8.6 Indemnity. You will indemnify and hold Halio harmless against losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to: (i) your AI prompts/outputs; (ii) your breach of law or regulator/company rules; or (iii) claims that AI outputs you use infringe third-party rights.

8.7 Third-Party AI Providers. AI features rely on Third-Party Providers acting as subprocessors. Halio does not control their models, training data, or inference results. Use is subject to their technical limitations and change at any time.

8.8 Compliance Checker Tool. Halio may provide an automated compliance-checking feature (for example, to review captions against common compliance considerations). This tool is assistive only. It may not detect all issues. You remain solely responsible for ensuring that all content you generate, schedule, or publish complies with applicable laws, regulations, professional standards, and your company’s requirements. Halio makes no warranty that use of the compliance checker will result in compliant content.

9. Liability and Indemnification

9.1 Your Indemnity. You will indemnify Halio from losses arising from: (i) unauthorised use of the Platform; (ii) your breach of law; (iii) breach of Licensed Content terms; (iv) breach of social network terms; (v) matters set out in clause 8.6.

9.2 Our Indemnity. We will indemnify you for third-party claims alleging that the unmodified Platform (excluding Licensed Content, User Content, AI outputs, or third-party components) infringes UK IP rights, or that our processing (as described in the Policies) violates applicable data protection law, provided you promptly notify us and allow us control of the defence.

9.3 Exclusions. We are not liable for: (i) your misuse or modifications; (ii) failures of Third-Party Providers; (iii) loss of profits, revenue, goodwill, or indirect/consequential losses; (iv) AI outputs (per 8.5).

9.4 Cap. Halio’s aggregate liability in any 12-month period is capped at the Fees paid by you in the preceding 12 months.

9.5 Non-Excludable Liability. Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded or limited by law.

10. Term, Termination, and Suspension

10.1 Term & Renewal. Subscriptions auto-renew per your plan unless cancelled.

10.2 Your Cancellation. You may cancel at any time. No further payments will be taken after cancellation. Your plan remains active until the end of the current billing period (monthly or annual). Refunds for unused periods are not ordinarily offered, except where required by law. If you delete your account, access ends immediately and associated data is deleted per clause 6.6.

10.3 Our Suspension/Termination. We may suspend or terminate immediately if you breach the Agreement (including non-payment or AUP breach).

10.4 Post-Termination. Data export within 30 days; backups may persist up to 90 days (clause 6.6).

11. Consumer Rights

If you are a consumer, you may have statutory rights that cannot be excluded. Nothing in this Agreement affects those rights, including any rights under the Consumer Rights Act 2015 and Consumer Contracts Regulations 2013.

12. Changes to the Agreement

We may update the Policies and these Terms to reflect operational, legal, or security needs. Material changes will be notified in-app or by email. Continued use after the effective date constitutes acceptance.

13. Governing Law and Jurisdiction

This Agreement is governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England.

14. General

No waiver is effective unless in writing. If any provision is invalid, the remainder remains in force. Neither party is liable for delay caused by events beyond reasonable control. You may not assign without our consent; we may assign to an affiliate or in connection with a merger or sale of assets.