Invoice Terms & Payment Policy

1. PURPOSE AND SCOPE

These Invoice Terms & Payment Policy provisions (“Invoice Terms”) govern amounts billed for HELIX subscriptions, platform access, onboarding, implementation, Professional Services, Usage-Based Services, Digital Wallet activity, communications, third-party and pass-through charges, carrier and regulatory fees, migration, support, consulting, development, taxes, and other products or services.

These Invoice Terms supplement the applicable HELIX Master Services Agreement (“MSA”), HELIX Platform Terms of Service (“TOS”), HELIX Service & Support Policy, HELIX Acceptable Use Policy, HELIX Privacy Policy, HELIX Data Processing Addendum, HELIX Information Security Policy, HELIX AI Usage Policy, Order Form, Statement of Work, proposal, quote, or other written agreement.

2. BILLING ENTITY AND BRAND

The contracting and invoicing entity is HAVOK Consulting LLC. HELIX is a product, platform, service, and brand operated by HAVOK Consulting LLC. An invoice may display “HELIX,” “HELIX CRM,” “HAVOK Consulting LLC d/b/a HELIX,” or similar branding without changing the legal identity of the contracting party.

3. ACCEPTANCE AND ELECTRONIC AGREEMENT

When the Customer affirmatively selects a required acceptance checkbox, signs electronically, or otherwise expressly accepts the governing terms, the Customer agrees to be bound by them. By submitting payment after receiving or being presented with the applicable invoice notice, the Customer acknowledges receipt of that notice and confirms that:

(a) the Customer has received notice of these Invoice Terms and the governing agreements;

(b) the Services are subject to the applicable HELIX Master Services Agreement, HELIX Platform Terms of Service, and incorporated policies;

(c) the current governing agreements and policies are available through the HELIX Legal & Compliance Center at https://gohelix.ai/legal;

(d) the person authorizing payment has authority to bind the Customer; and

(e) electronic records and signatures have the same force as originals.

4. INVOICE ACCURACY AND DISPUTE WINDOW

The Customer must review each invoice promptly and notify HELIX in writing of any good-faith dispute within ten (10) business days after receipt. The notice must identify the disputed amount, invoice number, factual basis, and supporting documentation.

Failure to submit a written dispute within that period constitutes acceptance of the invoice as accurate, except for an obvious clerical error or to the extent prohibited by law.

The Customer must timely pay all undisputed amounts. A dispute does not suspend payment obligations for undisputed charges or authorize a chargeback.

5. PAYMENT DUE DATES

Amounts are due on the date shown on the invoice. If no due date is shown, payment is due upon receipt.

Subscription, recurring, Usage-Based Services, Digital Wallet, communications, third-party, pass-through, carrier, and regulatory charges may be billed in advance, in arrears, deducted from a prepaid balance, or charged as incurred. One-time onboarding, setup, implementation, migration, deposits, and Professional Services fees may be required before work begins or access is provisioned.

HELIX may delay onboarding, provisioning, implementation, migration, delivery, publication, or continued service until required payment clears.

6. PAYMENT AUTHORIZATION

The Customer authorizes HAVOK and its payment processors to charge the payment method on file for all amounts validly due under the governing agreements, including:

(a) subscription fees, invoices, recurring fees, and renewal fees;

(b) onboarding, implementation, Professional Services, consulting, training, support, change orders, and approved add-on services;

(c) Usage-Based Services and Digital Wallet replenishments where enabled by the Customer;

(d) communications charges, carrier fees, regulatory fees, email, telephone, artificial intelligence, storage, domains, numbers, integrations, marketplace applications, and other third-party or pass-through costs;

(e) taxes and legally required assessments;

(f) migration, transfer, export, transition, reactivation, and related service fees; and

(g) past-due balances, collection-related amounts, and other charges incurred through the Customer’s authorized use of the Services.

The Customer represents that it is authorized to use the payment method and will maintain valid billing details. The Customer must update expired or replaced payment methods promptly. Where HELIX offers or enables a prepaid wallet, usage wallet, communications wallet, stored-value balance, or similar Digital Wallet, HELIX may deduct applicable Usage-Based Services from the available balance. If the Customer enables automatic Digital Wallet replenishment, the Customer authorizes HELIX to replenish the Digital Wallet using the payment method on file in accordance with the replenishment threshold, amount, or settings selected by the Customer until such authorization is revoked or the Services terminate.

7. RECURRING BILLING AND RENEWAL

Recurring services may renew automatically for successive billing periods unless canceled in accordance with the governing agreement and applicable notice requirements.

The Customer authorizes recurring charges without a separate signature for each billing cycle. The amount may vary based on plan changes, Usage-Based Services, Digital Wallet activity, third-party and pass-through charges, carrier or regulatory fees, taxes, additional services, or pricing adjustments permitted by the governing agreement.

Cancellation does not relieve the Customer of charges incurred before the effective cancellation date, Usage-Based Services, Digital Wallet replenishments already incurred, third-party or pass-through charges, carrier or regulatory fees, taxes, or minimum commitments stated in a signed agreement.

8. NONREFUNDABLE FEES

Except where required by law or expressly stated in a signed agreement, all fees are nonrefundable, including:

(a) onboarding and setup fees;

(b) implementation and configuration fees;

(c) subscription fees;

(d) deposits after work begins or resources are reserved;

(e) Usage-Based Services, Digital Wallet charges and replenishments already incurred, communications, carrier, regulatory, AI, email, domain, telephone-number, marketplace, third-party, and pass-through charges;

(f) professional services and completed work;

(g) migration, export, transition, or data-assistance fees; and

(h) partially used or unused billing periods.

HELIX may issue a discretionary credit or refund without creating an obligation to do so in any other case.

9. LATE PAYMENTS

Past-due amounts may accrue a late charge equal to the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate, calculated from the due date.

HELIX may also recover reasonable returned-payment fees, processor fees, collection expenses, court costs, and attorneys’ fees incurred in collecting overdue amounts, to the extent permitted by law and the governing agreement.

Acceptance of a late or partial payment does not waive HELIX’s rights or modify the amount owed unless HELIX agrees in writing.

10. SUSPENSION AND TERMINATION FOR NONPAYMENT

HELIX may suspend, restrict, pause, or terminate Services, support, integrations, numbers, domains, campaigns, automations, access, or account functionality for nonpayment, failed payment, excessive chargebacks, fraud concerns, or invalid billing information.

HELIX is not liable for loss, delay, missed communications, unavailable numbers, deleted integrations, lost opportunities, or other consequences resulting from a lawful billing suspension or termination.

Reactivation may require payment of all past-due amounts, a reactivation fee, new onboarding, new third-party charges, or updated payment information. HELIX does not guarantee restoration of numbers, domains, integrations, configurations, or third-party resources after suspension or termination.

11. CHARGEBACKS AND PAYMENT REVERSALS

The Customer agrees to contact HELIX and use the written invoice-dispute procedure before initiating a chargeback, payment reversal, stop payment, or processor dispute.

AThe Services may include new products, features, integrations, communication channels, artificial intelligence capabilities, or other Usage-Based Services introduced after the effective date of these Invoice Terms. Unless otherwise stated when such services are offered, the Customer’s use of those services constitutes acceptance of the applicable pricing and billing terms, subject to the governing agreements and applicable law.

chargeback does not eliminate the underlying payment obligation. The Customer remains responsible for the original amount, processor penalties, chargeback fees, collection costs, and other recoverable expenses if the charge was authorized or validly owed.

HELIX may suspend all Customer accounts and Services while a chargeback or payment reversal is pending.

12. TAXES

Fees are exclusive of sales, use, communications, excise, value-added, withholding, and other taxes unless expressly stated otherwise.

The Customer is responsible for applicable taxes arising from the Customer’s purchase or use of the Services, excluding taxes based solely on HAVOK’s net income. HELIX may collect and remit taxes when required or reasonably determined appropriate.

13. THIRD-PARTY AND PASS-THROUGH CHARGES

The Services may use third-party licensed technologies and providers, including platform infrastructure, telecommunications, email, payment processing, artificial intelligence, domains, storage, integrations, marketplace applications, and other services.

The Customer is responsible for all Usage-Based Services and third-party, pass-through, carrier, regulatory, marketplace, and similar charges attributable to its account, users, contacts, campaigns, usage, integrations, communications, or instructions. These charges may change when an underlying provider changes its pricing, fees, policies, surcharges, taxes, or requirements, subject to the governing agreements and applicable law.

HELIX may bill such charges separately, estimate them, require or maintain a prepaid Digital Wallet or other balance, deduct them from an available balance, or charge them automatically as incurred when authorized under the governing agreements.

The Services may include new products, features, integrations, communication channels, artificial intelligence capabilities, or other Usage-Based Services introduced after the effective date of these Invoice Terms. Unless otherwise stated when such services are offered, the Customer’s use of those services constitutes acceptance of the applicable pricing and billing terms, subject to the governing agreements and applicable law.

14. CUSTOMER DATA

As between the parties, the Customer retains ownership of Customer Data, subject to the licenses and processing rights granted in the HELIX Master Services Agreement, HELIX Platform Terms of Service, HELIX Data Processing Addendum, and other applicable agreements.

Customer Data does not include HELIX Work Product, platform technology, templates, workflows, automations, configurations, systems, methodologies, documentation, know-how, generalized improvements, or third-party licensed technology.

15. HELIX WORK PRODUCT AND ACCOUNT CONFIGURATION

Unless a signed Statement of Work expressly provides otherwise, HAVOK retains all right, title, and interest in and to HELIX Work Product, including templates, workflows, automations, snapshots, forms, pipelines, dashboards, reports, prompts, scripts, code, integrations, configurations, system architecture, methods, documentation, creative structures, and implementation materials created or configured by or for HELIX.

Payment of an invoice grants only the license or access rights stated in the governing agreement. It does not transfer ownership of the HELIX platform, sub-account, licensed technology, or HELIX Work Product.

16. ACCOUNT ACCESS, LEASE, MIGRATION, AND TRANSITION

The Customer receives a limited right to access and use the Services during the paid subscription term. Unless agreed in writing, the Customer does not purchase or own the underlying HELIX account environment, platform license, sub-account infrastructure, templates, automations, configurations, or integrations.

Upon termination, HELIX may offer continued account access, a transition period, a limited lease, a license, migration support, export assistance, or a buyout of specified transferable work product at HELIX’s then-current rates and subject to technical, legal, contractual, and third-party limitations.

Migration, export, transition, account transfer, recreation, documentation, credential transfer, vendor coordination, data formatting, and assistance are not included unless expressly stated and may require advance payment.

No transfer can include third-party licenses, nontransferable platform rights, proprietary HELIX technology, or materials that HELIX is not legally permitted to transfer.

17. CUSTOMER RESPONSIBILITIES

The Customer is responsible for providing accurate legal name, billing address, telephone number, tax information, accounts-payable contacts, invoice-recipient email addresses, purchase-order requirements, exemption certificates, and other information reasonably requested for billing.

The Customer’s internal approval process, purchase-order delay, missing vendor setup, absent W-9 request, or failure to route an invoice does not extend the due date unless HELIX agrees in writing.

18. PURCHASE ORDERS

A purchase order is for administrative convenience only. Any additional, inconsistent, or preprinted purchase-order terms are rejected and have no effect unless expressly accepted in a written agreement signed by an authorized representative of HAVOK.

Failure to include a purchase-order number does not invalidate an invoice or excuse payment if the Customer ordered, received, accessed, or benefited from the Services.

19. APPLICATION OF PAYMENTS

HELIX may apply payments to the oldest outstanding balance, fees, taxes, costs, or other amounts owed, regardless of any notation accompanying payment, unless required otherwise by law.

Partial payment does not constitute full settlement, accord and satisfaction, waiver, or release unless expressly accepted in a writing signed by an authorized representative of HAVOK.

20. NO SETOFF

The Customer may not withhold, deduct, offset, or reduce amounts owed based on an unrelated claim, anticipated credit, service issue, third-party dispute, or alleged damages unless required by law or expressly agreed in writing.

21. COLLECTIONS

If an account is referred for collection or legal action, the Customer must pay reasonable collection costs, filing fees, court costs, expert costs, and attorneys’ fees, to the extent permitted by law and the governing agreement.

HELIX may report delinquent commercial obligations to credit agencies, processors, insurers, or collection providers where legally permitted.

22. LIMITATION OF BILLING REMEDIES

Billing disputes, service interruptions, support delays, third-party outages, or unmet expectations do not automatically entitle the Customer to refunds, credits, offsets, extensions, or damages.

Any remedy is subject to the HELIX Master Services Agreement’s limitations of liability and exclusive-remedy provisions. Service credits apply only if expressly stated in a separate signed agreement.

23. GOVERNING LAW AND VENUE

These Invoice Terms are governed by the laws of the State of Florida, without regard to conflict-of-law principles.

Subject to any binding arbitration provision in the HELIX Master Services Agreement, the parties consent to exclusive venue in the state or federal courts located in Palm Beach County, Florida, for disputes arising from these Invoice Terms, invoices, payments, or collections.

24. ORDER OF PRECEDENCE

If these Invoice Terms conflict with a signed HELIX Master Services Agreement, Order Form, or Statement of Work, the signed document controls to the extent of the specific conflict.

These Invoice Terms control over inconsistent language printed on a purchase order, remittance advice, vendor portal, or Customer form unless HAVOK expressly agrees otherwise in writing.

25. SURVIVAL

Payment obligations, accrued fees, taxes, chargeback obligations, collection rights, intellectual-property provisions, ownership provisions, limitations of liability, dispute provisions, and other provisions intended by their nature to survive will remain effective after suspension, cancellation, expiration, or termination.

26. CHANGES TO THESE TERMS

HELIX may update these Invoice Terms from time to time. The version identified on or linked from the invoice, payment page, checkout, or governing agreement applies to that transaction, subject to applicable law.

Material changes will apply prospectively unless the Customer agrees otherwise or the governing agreement permits updated terms to apply to continued use or renewal.

27. CONTACT

Billing questions and written disputes must be sent through the billing contact shown on the invoice or to the then-current HELIX billing or support address.

28. ABANDONED OR INACTIVE PROJECTS

If the Customer fails to respond to reasonable requests for information, approvals, content, credentials, testing, payment, or other required cooperation for more than thirty (30) consecutive days, or for another period stated in a Statement of Work, HELIX may place the project or affected Services on inactive status.

Reactivation may require payment of outstanding balances, a reactivation fee, updated pricing, revised timelines, resource rescheduling, or a new or amended Statement of Work. Previously paid amounts remain nonrefundable except where required by law or expressly agreed in writing. HELIX does not guarantee that the original timeline, personnel, pricing, integrations, third-party resources, or implementation approach will remain available when an inactive project resumes.

APPENDIX A – APPROVED SHORT-FORM INVOICE NOTICE

This Appendix contains the approved short-form invoice notice for use on invoices, payment requests, recurring billing notices, checkout pages, payment links, estimates, and similar billing documents. The complete Invoice Terms & Payment Policy remains available at https://gohelix.ai/invoice-terms.

APPROVED SHORT-FORM INVOICE NOTICE

Payment of this invoice confirms the Customer’s purchase and acknowledges that the Services are governed by the applicable HELIX agreements and policies available at https://gohelix.ai/legal, including the Invoice Terms & Payment Policy at https://gohelix.ai/invoice-terms. The person authorizing payment represents that they have authority to bind the Customer.