Terms of Service

EFFECTIVE · 20 APRIL 2026 · VERSION ONE

These Terms of Service ("Terms") govern your access to and use of the Helixar platform. By requesting access, signing in, or using any part of Helixar, you agree to be bound by these Terms. If you are accepting on behalf of a company, you represent that you have authority to bind that company. These Terms are governed by the laws of the Republic of the Philippines, including the Civil Code, Republic Act No. 8792 (E-Commerce Act of 2000), Republic Act No. 10173 (Data Privacy Act of 2012), and Republic Act No. 8293 (Intellectual Property Code).

1 · Definitions

• "Helixar" - Helixar Technologies, the provider of the platform.
• "Platform" - the Helixar web application, APIs, and related services.
• "Operator" - a Renewable Energy Developer or Operator to whom access has been granted to manage a private workspace.
• "End-User" - an individual or entity invited by an Operator to a read-only portal tied to that Operator.
• "Customer Data" - any data an Operator or its End-Users submit to the Platform.
• "User" - any natural person who uses the Platform, including Operators and End-Users.

2 · Eligibility & account

You must be at least 18 years old and legally able to enter into contracts under Philippine law. You must provide accurate information and keep it current. You are responsible for all activity under your account, including safeguarding your Google credentials used for Sign-In. Notify us immediately of any unauthorized access.

3 · Access & invitation

Helixar is an invitation-only platform.

• Operator access is granted by Helixar after review of an application.
• End-User access is granted by an Operator from within that Operator's workspace.

Submission of an application does not create any obligation on Helixar to grant access. Helixar may decline any application at its discretion.

4 · Acceptable use

You agree not to:

• Use the Platform for unlawful purposes, including violations of Philippine law or the laws of any applicable jurisdiction.
• Upload malicious code, conduct penetration tests without prior written consent, or attempt to circumvent tenant isolation or security controls.
• Resell, sublicense, or expose the Platform to third parties except as expressly permitted (e.g. an Operator inviting its own End-Users).
• Reverse-engineer, decompile, or derive source code, except to the extent such restriction is prohibited by law.
• Use the Platform to process personal data in violation of RA 10173 or the rights of any data subject.
• Impersonate any person, misrepresent your affiliation, or forge identifiers.
• Interfere with, degrade, or disrupt the Platform or any user's use of it.

Violations may result in immediate suspension under §12.

5 · Operator & End-User roles

5.1 Operator obligations

Each Operator is solely responsible for: (i) the lawfulness and accuracy of Customer Data; (ii) obtaining all necessary consents and authorizations from its End-Users, clients, and counterparties to process their personal data on Helixar; (iii) serving as Personal Information Controller under RA 10173 with respect to Customer Data in its workspace; (iv) compliance with applicable regulatory obligations to DOE, ERC, BIR, LGU, DENR, and any other authority.

5.2 End-User rights

End-Users receive a read-only view of data attributable to them by their Operator. End-User rights under RA 10173 (access, rectification, objection, erasure, portability) are, in the first instance, exercised through the Operator as Controller.

5.3 Tenant isolation

Helixar enforces tenant isolation at the database layer. No Operator can see any other Operator's Customer Data. This is a contractual obligation and a technical guarantee of the Platform.

6 · Fees & billing

Fees, billing cycles, applicable discounts, and trial periods (if any) are set out in the Order Form or subscription agreement between Helixar and the Operator. Unless otherwise stated:

• All fees are in Philippine Pesos (PHP / ₱) and are exclusive of applicable Value-Added Tax (VAT) at the rate prescribed under the National Internal Revenue Code.
• BIR-compliant invoices and Official Receipts will be issued. Withholding tax documentation is the customer's responsibility.
• Payment is due within 30 days of invoice date unless otherwise agreed.
• Overdue amounts accrue interest at 6% per annum (legal rate, pursuant to BSP Circular 799 and applied jurisprudence on legal interest), compounded annually, without prejudice to suspension under §12.

Fees are non-refundable except where required by law or expressly stated in an Order Form.

7 · Intellectual property

7.1 Helixar IP

All rights, title, and interest in and to the Platform, including all software, designs, trademarks, and documentation, are owned by Helixar or its licensors and are protected by the Intellectual Property Code of the Philippines (RA 8293) and applicable international treaties. Helixar grants the Operator a non-exclusive, non-transferable, revocable right to access and use the Platform during the subscription term, solely for its internal business purposes.

7.2 Customer Data

Operators retain all right, title, and interest in Customer Data. Operators grant Helixar a worldwide, non-exclusive, royalty-free license to host, process, transmit, and display Customer Data solely to provide and improve the Platform to that Operator. Helixar does not use Customer Data to train machine-learning models.

7.3 Feedback

If you provide feedback or suggestions, you grant Helixar an unrestricted, perpetual, royalty-free license to use them without obligation.

8 · Customer data & confidentiality

Helixar's processing of personal data on your behalf is governed by our Privacy Policy and any applicable Data Processing Agreement (DPA), which together implement RA 10173 requirements. Each party will maintain the confidentiality of the other party's non-public information using at least the same degree of care as it uses for its own confidential information, and not less than a reasonable degree of care.

9 · Warranties & disclaimers

Helixar warrants that it will provide the Platform with reasonable skill and care and in material conformity with its documentation.

Nothing in these Terms limits any warranty that cannot be excluded under the Consumer Act of the Philippines (RA 7394) or the Civil Code.

10 · Limitation of liability

The limitations above do not apply to: (i) a party's indemnification obligations; (ii) breach of confidentiality; (iii) infringement of intellectual property; (iv) fraud, gross negligence, or willful misconduct; (v) amounts payable to third parties under §11; or (vi) liability that cannot be limited under Philippine law.

11 · Indemnification

By the Operator. The Operator will indemnify, defend, and hold Helixar harmless from claims arising out of: (i) the Operator's Customer Data; (ii) breach of these Terms or applicable law by the Operator or its End-Users; (iii) the Operator's failure to obtain required consents or comply with its obligations as Controller under RA 10173.

By Helixar. Helixar will indemnify, defend, and hold the Operator harmless from third-party claims that the Platform (unmodified, used as documented) infringes Philippine intellectual-property rights, subject to prompt notice, exclusive control of the defense, and reasonable cooperation.

12 · Suspension & termination

Helixar may suspend access immediately if: (i) there is a material risk of harm to the Platform or other users; (ii) a User is in material breach of these Terms; (iii) Helixar is required to do so by law or a regulator; or (iv) amounts are overdue by more than 30 days. Either party may terminate for material breach not cured within 30 days of written notice.

Upon termination: (a) the Operator's access ends; (b) Operators may export Customer Data during a 90-day post-termination window; (c) after that window, Customer Data is securely deleted, except as required for legal retention (see Privacy Policy §7).

13 · Service levels & support

Helixar targets a monthly uptime of 99.5%, measured excluding scheduled maintenance and force majeure events. Support is provided by email during Philippine business hours. Specific service-level commitments and credits, where offered, are set out in an Order Form.

14 · Changes to the service / Terms

We may modify the Platform and these Terms from time to time. Material changes will be notified by email to account holders and by a prominent notice on this page at least 30 days before they take effect. Continued use after the effective date constitutes acceptance.

15 · Governing law & venue

These Terms are governed by and construed under the laws of the Republic of the Philippines, without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the proper courts of the Philippines for any dispute arising out of or related to these Terms. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.1 Dispute resolution

Before commencing litigation, the parties will attempt to resolve any dispute in good faith through negotiation for at least 30 days. Unresolved disputes may, by mutual written agreement, be referred to mediation or arbitration under the Alternative Dispute Resolution Act of 2004 (RA 9285).

16 · Miscellaneous

• Entire agreement. These Terms, together with the Privacy Policy, DPA (if any), and Order Form, constitute the entire agreement between the parties on this subject and supersede prior agreements.
• Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of all or substantially all of its assets.
• Notices. Legal notices to Helixar must be sent to legal@helixar.ph. Notices to a User will be sent to the account email.
• Severability. If any provision is held unenforceable, the remainder remains in full force.
• No waiver. Failure to enforce a provision is not a waiver.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including typhoon, earthquake, power outage, public health emergency, or acts of government.
• Independent contractors. The parties are independent contractors; nothing creates a partnership, joint venture, or agency.

17 · Contact

These Terms are provided for your information. They are not legal advice. Operators should review them with their own counsel before signing an Order Form.