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Plus M3 Ltd (trading as Halio)
These Terms of Service (“Terms”) govern access to and use of the Halio platform and all associated tools, software, artificial intelligence features, integrations and functionality made available by Plus M3 Ltd trading as Halio (“Halio”, “we”, “us”, “our”) (together, the “Services”).
Halio is a cloud-based content creation and social media management platform designed to assist businesses in drafting, reviewing, scheduling and publishing marketing content.
By registering for an account, purchasing a subscription, executing an Order Form, or otherwise accessing or using the Services, you agree to be bound by these Terms.
If you do not agree to these Terms, you must not access or use the Services.
These Terms constitute a legally binding agreement between Halio and the Customer (as defined below).
The Services are provided by Plus M3 Ltd, a company incorporated in England and Wales with its registered office at Chandler House, 7 Ferry Road Office Park, Riverside, Preston, Lancashire, PR2 2YH.
If you register for or use the Services on behalf of a company, partnership or other legal entity (the “Customer”), you confirm that:
a) you are authorised to bind the Customer to these Terms; and
b) the Customer agrees to be bound by these Terms.
In such circumstances, references to “you” and “your” in these Terms mean the Customer and, where applicable, its authorised users.
If you do not have authority to bind the Customer, you must not access or use the Services on its behalf.
The Services are provided strictly for business use. The Services are not intended for use by consumers, and no consumer protection legislation applies to this Agreement.
You represent and warrant that:
a) you are accessing and using the Services in the course of a business, trade or profession;
b) you are at least 18 years of age; and
c) you have the legal capacity to enter into binding contracts.
These Terms incorporate by reference the following documents, each of which forms part of the Agreement between you and Halio:
a) the Halio Acceptable Use Policy;
b) the Data Processing Addendum (where applicable);
c) the Plus Group Privacy Policy; and
d) any applicable Order Form, subscription confirmation or separately executed commercial agreement entered into between Halio and the Customer.
In the event of any conflict between these Terms and a separately executed written Order Form signed by both parties, the Order Form shall prevail in respect of the relevant commercial terms only.
Except as expressly stated, these Terms constitute the entire agreement between the parties in relation to the Services and supersede all prior discussions, representations, arrangements or agreements relating to their subject matter.
In these Terms, the following words and expressions have the meanings set out below:
Acceptable Use Policy means the Halio acceptable use policy made available on the Halio website, as updated from time to time.
Agreement means the legally binding agreement between Halio and the Customer comprising these Terms, together with any documents incorporated by reference.
AI Compliance Checker means the automated review tool within the Services designed to assess drafted content against selected compliance-related criteria.
AI Features means any artificial intelligence-powered functionality made available within the Services, including content generation tools and the AI Compliance Checker.
Authorised User means an individual who is authorised by the Customer to access and use the Services under the Customer’s account.
Customer means the company, partnership, sole trader or other legal entity that registers for or purchases access to the Services.
Customer Data means all data, information, content and materials uploaded to, submitted to, stored in, scheduled through or processed via the Services by or on behalf of the Customer or its Authorised Users, including any personal data.
Documentation means any user guides, product descriptions, help materials or technical documentation made available by Halio in relation to the Services.
Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks, service marks, business names, domain names, rights in get-up, goodwill, rights in designs, database rights, rights in computer software, rights in confidential information and trade secrets, and all other intellectual property rights, whether registered or unregistered, including all applications and rights to apply for and be granted renewals or extensions of such rights.
Order Form means any written or electronic ordering document agreed between Halio and the Customer setting out subscription details, pricing, user numbers or other commercial terms.
Outputs means any text, captions, posts, drafts, images, analyses, suggestions or other materials generated by the Services in response to inputs provided by the Customer or its Authorised Users.
Services means the Halio platform and all associated software, AI tools, integrations, templates, scheduling functionality, marketplace functionality (if applicable) and related features made available by Halio from time to time, including any updates, enhancements or modifications.
Subscription Term means the period during which the Customer is entitled to access and use the Services in accordance with the applicable subscription or commercial arrangement.
Third-Party Services means external services or platforms integrated with or relied upon by the Services, including social media platforms, cloud infrastructure providers, payment processors and AI model providers.
Usage Entitlements means the subscription rights, usage allowances, credits or other access mechanisms determined by Halio from time to time that permit access to and use of the Services.
In these Terms:
a) references to clauses and schedules are to clauses and schedules of these Terms unless otherwise stated;
b) headings are for convenience only and do not affect interpretation;
c) words in the singular include the plural and vice versa;
d) references to a statute or statutory provision include that statute or provision as amended, extended or re-enacted from time to time;
e) the words “including”, “includes” and “in particular” are illustrative and do not limit the generality of the preceding words; and
f) a reference to a “person” includes an individual, company, partnership, limited liability partnership, body corporate or unincorporated association.
Halio provides a cloud-based software platform comprising tools, templates, artificial intelligence functionality and social media integrations designed to support the drafting, review, scheduling and publication of marketing content (the “Services”).
The Services may include:
a) content templates, ideas and drafting tools;
b) AI-powered content generation tools;
c) the AI Compliance Checker;
d) scheduling and publishing functionality for supported third-party social media platforms; and
e) analytics and engagement tracking tools.
Subject to this Agreement, the Customer may use the Services for its internal business purposes, including creating and publishing marketing content in the course of providing its own services to its clients.
For the avoidance of doubt:
a) the Customer may use, adapt and publish Outputs through its own social media channels;
b) no rights are granted to the Customer to resell, sublicense or otherwise make the Services available as a hosted or managed service to third parties; and
c) Halio does not publish Content independently, and all publication decisions remain under the control of the Customer.
The Services may, now or in the future, include a marketplace through which Customers may access or subscribe to third-party content, templates or materials provided by content creators or partners.
Halio may from time to time:
a) introduce new tools, features, integrations or marketplace functionality;
b) modify, enhance or replace existing functionality;
c) designate certain features as beta, pilot or pre-release; and
d) withdraw or discontinue features.
All such features form part of the Services and are governed by this Agreement unless expressly stated otherwise.
Where a feature is designated as beta or pre-release, it may be subject to reduced functionality, additional limitations or specific terms notified within the platform.
The Services may integrate with third-party social media platforms and other external services (“Third-Party Services”).
The Customer acknowledges that:
a) use of such integrations may require the Customer to maintain its own accounts with the relevant Third-Party Services;
b) use of such integrations is subject to the terms and policies of the relevant Third-Party Services;
c) Halio does not control and is not responsible for changes imposed by Third-Party Services, including API changes, feature limitations, account suspensions or platform outages; and
d) functionality dependent on Third-Party Services may be modified, restricted or discontinued where such Third-Party Services change their terms, policies or technical requirements.
Halio does not guarantee uninterrupted connectivity with any Third-Party Service.
The Services are provided as marketing support tools only.
Halio does not:
a) provide legal, regulatory or financial advice;
b) approve or certify financial promotions;
c) assume responsibility for the Customer’s regulatory obligations; or
d) act as a compliance function or supervisory body.
All Content created, reviewed, scheduled or published using the Services remains the sole responsibility of the Customer.
The Services are made available via the internet.
The Customer is responsible for:
a) obtaining and maintaining appropriate internet connectivity and compatible devices;
b) ensuring that its systems meet any minimum technical requirements notified by Halio; and
c) maintaining appropriate internal controls and access management for Authorised Users.
Halio does not guarantee compatibility with hardware, software or Third-Party Services not expressly specified by Halio.
Halio may modify, enhance, replace or discontinue any part of the Services from time to time in order to:
a) improve functionality;
b) address security or compliance requirements;
c) reflect changes in Third-Party Services; or
d) respond to technological or regulatory developments.
Halio may temporarily suspend access to all or part of the Services for maintenance, updates, security remediation or operational reasons. Where reasonably practicable, Halio will provide advance notice of planned maintenance.
Except as expressly stated in this Agreement, the Services are provided on a business-to-business basis and are not guaranteed to be uninterrupted, error-free or available at all times.
In order to access the Services, the Customer must register an account through the Halio platform.
During registration, the Customer must provide accurate, complete and up-to-date information, including the legal name of the business, contact details and any other information reasonably requested by Halio.
The Customer must ensure that all information provided remains accurate and up to date at all times.
Halio may refuse or suspend account registration where it reasonably believes that the information provided is inaccurate, misleading or incomplete.
Access to the Services is limited to individuals authorised by the Customer (“Authorised Users”).
Each Authorised User must have a unique user account. Login credentials must not be shared.
The Customer is responsible for:
a) identifying and approving Authorised Users;
b) ensuring that Authorised Users comply with this Agreement; and
c) promptly revoking access where an individual is no longer authorised to use the Services.
The Customer is liable for all acts and omissions of its Authorised Users as if they were its own.
The Customer and its Authorised Users are responsible for maintaining the confidentiality and security of login credentials and access mechanisms associated with their accounts.
The Customer must:
a) implement appropriate password and access control practices;
b) notify Halio promptly of any suspected unauthorised access or security incident relating to its account; and
c) take reasonable steps to prevent unauthorised access to the Services.
Halio may implement authentication and security controls, including multi-factor authentication and session management, as it considers appropriate.
The Customer may designate one or more administrators with authority to manage the Customer’s account, including:
a) adding or removing Authorised Users;
b) managing access rights and permissions;
c) purchasing or allocating Usage Entitlements; and
d) accessing account-level information and analytics.
Halio is entitled to rely on instructions given by designated administrators in relation to account management and access.
Halio may suspend or restrict access to all or part of the Services where it reasonably believes that:
a) there has been unauthorised access or a security breach;
b) the Customer or an Authorised User is in breach of this Agreement; or
c) continued access poses a security, legal or operational risk to Halio, the Services or other customers.
Where reasonably practicable, Halio will notify the Customer of the suspension and the reasons for it.
Access to the Services is subject to payment of the applicable fees in accordance with the subscription plan, pricing structure or other commercial arrangement agreed between Halio and the Customer.
The Services may operate on the basis of:
a) fixed subscription tiers;
b) user-based pricing;
c) usage-based pricing; or
d) a combination of the above,
as specified in the applicable Order Form or subscription confirmation.
Unless otherwise agreed in writing, the pricing applicable at the time of purchase or renewal will apply.
The Subscription Term shall commence on the date the Customer first gains access to the Services and shall continue for the period specified in the selected subscription plan or Order Form.
Unless otherwise stated in the applicable subscription plan or Order Form, subscriptions will automatically renew for successive periods equal to the initial Subscription Term unless terminated in accordance with this Agreement.
Access to certain features of the Services may be subject to usage limits, user limits or other Usage Entitlements.
Usage Entitlements:
a) are non-transferable and may only be used by the Customer through its Authorised Users;
b) do not constitute currency, electronic money, stored value or property;
c) have no cash value and are not redeemable except where required by law; and
d) may be subject to expiry in accordance with the applicable subscription terms.
Halio reserves the right, acting reasonably, to determine how usage is measured and allocated across features of the Services.
Where the Customer exceeds its applicable Usage Entitlements, Halio may:
i) restrict access to certain features;
ii) require the purchase of additional capacity; or
iii) adjust the Customer’s subscription tier.
Unless otherwise agreed in writing:
a) fees are payable in advance;
b) payment must be made using the method specified at the time of purchase; and
c) all fees are non-refundable except where required by law.
Where recurring billing applies, the Customer authorises Halio or its third-party payment provider to charge the applicable fees on each renewal date unless the subscription is terminated in accordance with this Agreement.
Halio may suspend access to the Services where payment is overdue.
All fees are exclusive of VAT and any other applicable taxes unless expressly stated otherwise.
The Customer is responsible for paying all applicable taxes associated with its use of the Services. Halio will issue a valid VAT invoice where required.
Halio may amend its pricing structure from time to time.
Where pricing changes apply to an existing subscription, Halio will provide reasonable prior notice. Revised pricing will take effect from the next renewal date unless otherwise agreed.
If the Customer does not agree to the revised pricing, it may terminate its subscription before the new pricing takes effect. Continued use of the Services after the effective date of the pricing change constitutes acceptance of the revised fees.
Halio may, at its discretion, offer trial access or promotional access to the Services.
Unless otherwise stated in writing:
a) trial access is provided on an “as is” basis;
b) Halio may withdraw or modify trial access at any time; and
c) trial access may be subject to reduced functionality or additional restrictions.
The Customer and its Authorised Users must use the Services in compliance with all applicable laws, regulations and professional obligations.
Where the Customer is subject to regulatory requirements, including financial services regulation, the Customer remains solely responsible for ensuring that all Content created, reviewed, scheduled or published using the Services complies with those requirements.
Halio does not review, approve or certify regulatory compliance of any Content.
The Customer must not, and must ensure that its Authorised Users do not:
a) access or use the Services in a manner that is unlawful, fraudulent, misleading or in breach of any applicable laws or regulations;
b) create, upload, schedule or publish Content that is defamatory, obscene, discriminatory, harmful or otherwise unlawful;
c) use the Services to create misleading financial promotions or communications that falsely imply regulatory approval, endorsement or certification;
d) infringe the Intellectual Property Rights or other rights of any third party;
e) upload or use Content without having the necessary rights, permissions and lawful basis to do so;
f) use the Services to develop, train or improve any competing product or service;
g) attempt to copy, modify, decompile, reverse engineer or otherwise derive the source code, prompts, models or system architecture of the Services except where permitted by law;
h) interfere with, disrupt or attempt to gain unauthorised access to the Services or related infrastructure;
i) use automated tools, bots or scraping mechanisms to extract data from the Services other than through authorised functionality; or
j) permit any person other than Authorised Users to access the Services under the Customer’s account.
In addition to the general restrictions above, the Customer must not use AI Features:
a) treat AI Features, including the AI Compliance Checker, as automated support tools and not as a substitute for required regulatory, legal or compliance review;
b) to automate decision-making in circumstances where human oversight is required and not provided;
c) to generate Content intended to circumvent regulatory requirements or internal compliance procedures;
d) to submit personal data or confidential information without a lawful basis to do so; or
e) in any manner that could reasonably be expected to result in unlawful discrimination, regulatory breach or material harm.
The Customer acknowledges that all AI-generated Outputs must be independently reviewed and approved prior to publication.
Where the Services include a marketplace for third-party content or templates, the Customer must:
a) comply with any additional marketplace terms notified within the platform;
b) use marketplace content in accordance with the applicable licence terms;
c) not redistribute marketplace content outside the scope permitted by the relevant licence; and
d) not misrepresent authorship or ownership of third-party content.
Halio reserves the right to remove or restrict access to marketplace content where required to comply with legal, contractual or regulatory obligations.
Halio may suspend, restrict or terminate access to the Services where it reasonably believes that:
a) the Customer or an Authorised User has breached this Section 6;
b) the use of the Services poses a legal, regulatory, reputational or security risk; or
c) continued access may result in harm to Halio, other customers or third parties.
Where reasonably practicable, Halio will notify the Customer and provide an opportunity to remedy the breach where appropriate.
The Customer retains all rights, title and interest in and to Customer Data.
The Customer grants Halio a non-exclusive, worldwide, royalty-free licence to host, store, process, transmit, analyse and otherwise use Customer Data solely to the extent necessary to provide, operate, maintain and improve the Services in accordance with this Agreement.
The Customer is solely responsible for:
a) the accuracy, completeness and legality of Customer Data;
b) ensuring that it has all necessary rights, licences and lawful bases to upload, submit, schedule and publish Customer Data through the Services; and
c) ensuring that Customer Data does not infringe the rights of any third party.
Halio does not monitor or review Customer Data as a matter of course and does not assume responsibility for the content of any Customer Data.
All Content created, uploaded, scheduled or published using the Services remains the sole responsibility of the Customer.
The Customer acknowledges and agrees that:
a) Halio does not independently publish Content;
b) all decisions to publish, schedule or distribute Content are made by the Customer; and
c) the Customer is solely responsible for ensuring that published Content complies with applicable law, regulation and professional obligations.
The Customer bears sole responsibility for reviewing, validating and approving all Content prior to publication.
The Services may generate Outputs in response to inputs submitted by the Customer or its Authorised Users.
Subject to payment of all applicable fees and compliance with this Agreement, Halio assigns to the Customer all right, title and interest it may have in and to Outputs generated specifically for the Customer through its use of the Services.
The Customer acknowledges and agrees that:
a) Outputs are generated automatically using algorithmic and probabilistic processes;
b) Outputs are based solely on the inputs provided and system parameters in operation at the time;
c) Outputs may contain errors, omissions, inaccuracies or unintended content;
d) similar or identical Outputs may be generated for other customers; and
e) Halio does not guarantee that any Output is complete, accurate, compliant or suitable for any particular purpose.
The Customer must independently review and approve all Outputs before publication or reliance.
Where the Services include access to third-party or marketplace content, templates or materials:
a) such content may be subject to additional licence terms;
b) the Customer must comply with any applicable usage restrictions; and
c) Halio does not warrant that third-party content is accurate, complete or suitable for any particular purpose.
Ownership of third-party content remains with the relevant rights holder.
Halio may compile and use aggregated, statistical and anonymised information derived from use of the Services for the purposes of operating, maintaining, improving and securing the Services.
Such information shall not identify the Customer, any Authorised User or any individual, and shall not contain personal data.
All rights, title and interest in such aggregated and anonymised information shall belong to Halio.
Certain features of the Services incorporate artificial intelligence and automated processing designed to generate, analyse or transform Content based on inputs provided by the Customer or its Authorised Users.
AI Features are provided as business support tools only.
The Customer acknowledges that AI systems are probabilistic in nature and may generate outputs that are incomplete, inaccurate, outdated, biased or otherwise unsuitable for the Customer’s intended use.
Outputs generated through AI Features are produced automatically in response to user inputs.
The Customer acknowledges and agrees that:
a) AI-generated Outputs are not verified by Halio prior to delivery;
b) AI-generated Outputs may contain factual errors or omissions;
c) AI-generated Outputs may not reflect the most current regulatory or legal developments; and
d) Halio does not guarantee originality or non-infringement of AI-generated Outputs.
The Customer is solely responsible for reviewing, editing and approving all AI-generated Outputs before publication or reliance.
The AI Compliance Checker is an automated tool designed to assist the Customer in identifying potential compliance considerations within drafted Content.
The AI Compliance Checker:
a) provides automated analysis based on predefined criteria and system logic;
b) may generate warnings, suggestions or flags; and
c) does not provide legal, regulatory or professional advice.
The AI Compliance Checker does not:
i) constitute regulatory approval;
ii) replace internal compliance procedures;
iii) guarantee compliance with any applicable law or regulation; or
iv) assume responsibility for the Customer’s regulatory obligations.
The Customer acknowledges that the AI Compliance Checker may:
A) fail to identify certain issues;
B) identify issues that are not in fact breaches; or
C) rely on incomplete or evolving regulatory interpretations.
The Customer remains solely responsible for ensuring that all Content complies with applicable regulatory and professional requirements.
Halio does not act as:
a) a compliance function;
b) a supervisory authority;
c) a regulated adviser; or
d) an approver of financial promotions.
Use of the Services, including AI Features and the AI Compliance Checker, does not transfer, reduce or discharge the Customer’s regulatory, legal or professional responsibilities.
All final decisions to publish Content remain the sole responsibility of the Customer.
Halio may utilise third-party infrastructure and AI model providers in order to deliver AI Features within the Services.
The Customer acknowledges that:
a) certain inputs submitted to AI Features may be processed by third-party providers solely for the purpose of generating Outputs and delivering the Services;
b) AI models may change over time, including behaviour, functionality or performance; and
c) Halio does not control the internal training data or model architecture of third-party AI providers.
Halio remains responsible for its own obligations under this Agreement, including its data protection obligations, notwithstanding its use of third-party providers.
Halio does not use Customer Data to train or fine-tune general-purpose artificial intelligence models for the benefit of other customers.
Customer Data is processed solely for the purpose of providing the Services to the relevant Customer in accordance with this Agreement and the Data Processing Addendum.
To the extent that Halio processes personal data on behalf of the Customer in connection with the Services, the Customer acts as the data controller and Halio acts as a data processor.
The Customer is solely responsible for:
a) determining the purposes and lawful basis for processing personal data;
b) ensuring that appropriate privacy notices have been provided to data subjects; and
c) complying with all applicable data protection laws in relation to its use of the Services.
Halio will process personal data only on the documented instructions of the Customer and in accordance with this Agreement and the Data Processing Addendum.
Where required by applicable data protection law, the Data Processing Addendum (“DPA”) forms part of this Agreement and applies to the processing of personal data by Halio on behalf of the Customer.
The DPA sets out:
a) the subject matter and duration of the processing;
b) the nature and purpose of the processing;
c) the types of personal data and categories of data subjects;
d) Halio’s obligations as a processor; and
e) the technical and organisational measures implemented by Halio.
In the event of any conflict between this Section 9 and the DPA, the DPA shall prevail to the extent of the conflict in relation to personal data processing.
The Customer authorises Halio to engage sub-processors to assist in the provision of the Services, including:
a) cloud hosting providers;
b) infrastructure and security providers;
c) payment processors; and
d) AI model providers.
Halio shall ensure that any sub-processor engaged by it is subject to data protection obligations that are materially equivalent to those set out in the DPA.
Halio may add or replace sub-processors from time to time. Where required by applicable law, Halio will provide reasonable notice of the addition of a new sub-processor that processes personal data.
If the Customer has a reasonable and documented objection to a new sub-processor on data protection grounds, the parties shall discuss the objection in good faith. If the parties cannot resolve the objection within a reasonable period, the Customer’s sole remedy shall be to terminate the affected Services on written notice.
Halio will implement and maintain appropriate technical and organisational measures designed to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data.
Such measures are described in the DPA and may be updated from time to time to reflect evolving security practices and risks.
In the event of a personal data breach affecting Customer Data, Halio will notify the Customer without undue delay after becoming aware of the breach and will provide reasonable cooperation and assistance in accordance with the DPA.
Where personal data is transferred outside the United Kingdom in connection with the Services, such transfers will be carried out in accordance with applicable data protection law and the safeguards set out in the DPA.
For the purposes of this Agreement, “Confidential Information” means any information disclosed by one party to the other in connection with the Services that is identified as confidential or that ought reasonably to be considered confidential given its nature and the circumstances of disclosure.
Confidential Information includes, without limitation:
a) Customer Data;
b) non-public technical, commercial or financial information of either party;
c) information relating to the architecture, functionality, prompts, workflows or security of the Services; and
d) any non-public business information disclosed in connection with this Agreement.
Confidential Information does not include information that:
i) is or becomes publicly available other than through a breach of this Agreement;
ii) was lawfully in the receiving party’s possession before disclosure;
iii) is lawfully obtained from a third party without restriction; or
iv) is independently developed without reference to the disclosing party’s Confidential Information.
Each party agrees that it will:
a) use the other party’s Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement;
b) keep the Confidential Information secure and protect it against unauthorised disclosure; and
c) not disclose the Confidential Information to any third party except to its employees, contractors, professional advisers or sub-processors who have a legitimate need to know and who are subject to appropriate confidentiality obligations.
The Customer acknowledges that elements of the Services, including system architecture, prompts, templates and underlying logic, constitute Halio’s Confidential Information.
A party may disclose Confidential Information where required by law, regulation or court order, provided that, where legally permitted, it gives the other party prompt notice and reasonable assistance to enable the other party to seek protective measures.
The obligations in this Section 10 shall continue for a period of five years after termination of the Agreement, except in respect of Customer Data and trade secrets, which shall remain confidential for so long as they retain their confidential nature.
All Intellectual Property Rights in and to the Services, including the platform, software, templates, AI Features, system architecture, prompts, workflows, Documentation and underlying technology, are and shall remain the exclusive property of Halio or its licensors.
Except for the limited rights expressly granted under this Agreement, no rights in the Services are granted to the Customer.
Halio grants the Customer a non-exclusive, non-transferable, non-sublicensable right, during the applicable Subscription Term, to access and use the Services for its internal business purposes in accordance with this Agreement.
The Customer retains all Intellectual Property Rights in and to its Customer Data and any Content uploaded, created or submitted through the Services.
Nothing in this Agreement transfers ownership of Customer Data to Halio.
Subject to payment of all applicable fees and compliance with this Agreement, Halio assigns to the Customer all right, title and interest it may have in and to Outputs generated specifically for the Customer through its use of the Services.
The Customer acknowledges that:
a) Outputs are generated using automated processes and may not be unique; and
b) similar or identical Outputs may be generated for other customers.
Halio retains all Intellectual Property Rights in and to the underlying systems, templates, AI models and methodologies used to generate Outputs.
Where the Services include third-party or marketplace content, templates or materials:
a) ownership of such content remains with the relevant third-party rights holder;
b) the Customer is granted only the limited licence expressly stated within the platform or applicable marketplace terms; and
c) the Customer must not reproduce, redistribute or exploit such content outside the scope of the permitted licence.
Halio makes no warranty as to ownership, accuracy or suitability of third-party marketplace content except to the extent required by law.
If the Customer or any Authorised User provides suggestions, ideas, enhancement requests or other feedback relating to the Services (“Feedback”), Halio may use such Feedback without restriction or obligation.
To the extent necessary, the Customer assigns to Halio all Intellectual Property Rights in such Feedback.
Halio will defend the Customer against any third-party claim that the Services infringe that third party’s Intellectual Property Rights in the United Kingdom, provided that the Customer:
a) promptly notifies Halio in writing of the claim;
b) gives Halio sole control of the defence and settlement of the claim; and
c) provides reasonable assistance at Halio’s expense.
Halio shall not be liable for any claim to the extent that it arises from:
i) Customer Data or materials provided by the Customer;
ii) use of the Services in breach of this Agreement;
iii) modification of the Services by anyone other than Halio; or
iv) use of the Services in combination with products or services not provided by Halio where the infringement would not have arisen but for such combination.
If the Services are held to infringe, or Halio reasonably believes they are likely to infringe, Halio may at its option:
A) modify the Services to make them non-infringing;
B) obtain the right for the Customer to continue using the Services; or
C) terminate the affected Services and provide a pro-rata refund of any prepaid fees relating to the unused portion of the Subscription Term.
This Section sets out the Customer’s sole and exclusive remedy in respect of third-party intellectual property infringement claims relating to the Services and is subject to the liability limitations in Section 16.
The Services may integrate with, rely upon or provide access to third-party services, platforms, infrastructure or technology providers (“Third-Party Services”), including:
a) social media platforms;
b) cloud hosting providers;
c) payment processors;
d) analytics providers; and
e) artificial intelligence model providers.
The Customer acknowledges that certain functionality of the Services depends on the availability and performance of such Third-Party Services.
Where the Services enable publishing or scheduling to social media platforms:
a) the Customer must maintain its own valid accounts with the relevant platform;
b) use of such platforms is subject to the terms, policies and technical requirements of the relevant platform;
c) Halio does not control and is not responsible for account suspensions, restrictions, content removal or enforcement action taken by any social media platform; and
d) changes imposed by social media platforms, including API restrictions or feature changes, may affect the availability or functionality of certain features within the Services.
Halio does not guarantee uninterrupted integration with any social media platform.
Where the Services include access to third-party or marketplace content:
a) such content is provided by independent third parties;
b) Halio does not guarantee the accuracy, completeness or suitability of such content; and
c) the Customer’s use of such content may be subject to additional licence terms or restrictions notified within the platform.
Halio may remove or restrict access to marketplace content where required to comply with legal, contractual or regulatory obligations.
Certain AI Features may utilise models, infrastructure or processing capabilities provided by third-party AI providers.
The Customer acknowledges that:
a) inputs submitted to AI Features may be processed by such third-party providers solely for the purpose of generating Outputs and delivering the Services;
b) AI models are developed, maintained and updated by third parties and may change in behaviour or performance over time; and
c) Halio does not control the internal training data, model architecture or independent policies of such providers.
Halio remains responsible for its obligations under this Agreement, including its data protection obligations, notwithstanding its use of Third-Party Services.
Halio shall not be liable for:
a) downtime, service interruption or performance degradation caused by Third-Party Services beyond Halio’s reasonable control; b) loss arising from changes imposed by Third-Party Services; or c) the independent acts or omissions of Third-Party Services, except to the extent required by applicable law.
Halio will provide reasonable business support in relation to the Services during its normal business hours, as notified on the Halio website or within the platform from time to time.
Support may be provided by email, ticketing system or other channels designated by Halio.
Unless expressly agreed in writing, the Services do not include bespoke consultancy, regulatory review, content approval services or dedicated account management.
Different levels of support may apply depending on the Customer’s subscription plan or Order Form.
The Services are provided on an “as available” basis.
Halio will use reasonable endeavours to maintain the availability and performance of the Services but does not guarantee uninterrupted or error-free operation.
The Customer acknowledges that availability may be affected by factors outside Halio’s reasonable control, including:
a) internet connectivity and telecommunications infrastructure;
b) Third-Party Services, including social media platforms and AI providers; and
c) maintenance, security updates or infrastructure changes.
Unless expressly agreed in writing, Halio does not provide service level commitments or service credits.
Halio may perform scheduled or emergency maintenance, updates or security remediation that temporarily affects access to the Services.
Where reasonably practicable, Halio will provide advance notice of planned maintenance.
Halio may deploy updates, patches, enhancements or new functionality from time to time. Such updates form part of the Services and are governed by this Agreement.
Halio will maintain reasonable technical and organisational measures designed to protect the integrity and availability of Customer Data, including backup and recovery mechanisms appropriate to the nature, scale and risk profile of the Services.
Unless expressly agreed in writing, Halio does not guarantee specific recovery time objectives, recovery point objectives or uninterrupted data restoration capabilities.
The Customer remains responsible for maintaining independent copies of any Content or data that it is required to retain under applicable law or regulatory requirements.
To the extent permitted by law, Halio shall not be liable for loss of data except where directly caused by Halio’s breach of its obligations under this Agreement or the Data Processing Addendum.
Halio may suspend or restrict access to all or part of the Services with immediate effect where it reasonably believes that:
a) the Customer has failed to pay any fees when due;
b) the Customer or an Authorised User has materially breached this Agreement, including the Acceptable Use Policy;
c) continued access presents a security, legal, regulatory or operational risk to Halio, the Services or other customers; or
d) suspension is required to comply with applicable law, court order or regulatory requirement.
Where reasonably practicable, Halio will notify the Customer of the suspension and the reasons for it and provide an opportunity to remedy the issue where appropriate.
Suspension does not relieve the Customer of its obligation to pay any fees due during the period of suspension.
Unless otherwise agreed in writing, the Customer may terminate its subscription by providing notice prior to the end of the current Subscription Term.
Termination will take effect at the end of the current Subscription Term unless otherwise agreed.
Fees paid in advance are non-refundable except where required by law or expressly stated otherwise in this Agreement.
Halio may terminate this Agreement immediately by written notice if:
a) the Customer commits a material breach of this Agreement and, where capable of remedy, fails to remedy that breach within fourteen (14) days of notice;
b) the Customer repeatedly breaches this Agreement in a manner that reasonably justifies termination;
c) the Customer becomes insolvent, enters administration or liquidation, or ceases to carry on business; or
d) continued provision of the Services would result in a breach of law.
Upon termination or expiry of this Agreement:
a) all rights granted to the Customer under this Agreement shall immediately cease;
b) the Customer must cease all access to and use of the Services; and
c) Halio may disable the Customer’s account.
Termination does not affect any accrued rights, remedies or liabilities of either party.
Following termination or expiry of this Agreement, the Customer may request export of its Customer Data within thirty (30) days of the effective date of termination, unless a different period is specified in the Data Processing Addendum or agreed in writing.
During this export period, Halio will make Customer Data available for retrieval using standard functionality or in a commonly used electronic format.
After the expiry of the applicable export period, Halio may delete Customer Data in accordance with its retention policies and the Data Processing Addendum, subject to any legal obligations requiring continued retention.
Each party warrants that:
a) it is duly incorporated or validly existing and in good standing under the laws of its jurisdiction of incorporation or establishment;
b) it has full power and authority to enter into and perform its obligations under this Agreement; and
c) the person accepting this Agreement on its behalf is authorised to bind it.
Halio warrants that it will provide the Services with reasonable care and skill consistent with generally accepted industry standards for similar cloud-based business software services.
The warranty in this Section 15.2 does not apply to:
a) beta, pilot or pre-release features;
b) issues caused by Customer Data, Third-Party Services or integrations not controlled by Halio;
c) changes imposed by social media platforms or third-party AI providers; or
d) use of the Services in breach of this Agreement.
If the Services fail to comply with this warranty, the Customer’s sole and exclusive remedy shall be for Halio to use reasonable efforts to correct the non-conforming Services within a reasonable time.
The Customer acknowledges that:
a) AI-generated Outputs are produced through automated and probabilistic processes;
b) AI-generated Outputs may contain errors, omissions, inaccuracies or outdated information;
c) the AI Compliance Checker provides automated flagging and analysis only;
d) the AI Compliance Checker does not constitute legal, regulatory or professional advice; and
e) no AI Feature guarantees compliance with any applicable law or regulation.
The Services, including AI Features and the AI Compliance Checker, are provided as decision-support tools only.
Halio does not:
i) approve financial promotions;
ii) assume responsibility for regulatory compliance;
iii) provide regulated advice; or
iv) replace the Customer’s internal compliance or approval processes.
The Customer remains solely responsible for reviewing, validating and approving all Content prior to publication and for ensuring compliance with applicable regulatory and professional obligations.
To the maximum extent permitted by law, and except as expressly set out in this Agreement, the Services are provided “as is” and “as available”.
Halio disclaims all implied warranties, conditions or other terms, including any implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement.
Nothing in this Agreement excludes or limits any liability that cannot lawfully be excluded or limited.
This Section 16 sets out the entire financial liability of Halio (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer in connection with this Agreement, whether arising in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise.
Subject to Section 16.4, Halio’s total aggregate liability arising out of or in connection with this Agreement shall not exceed the total fees paid by the Customer to Halio in the twelve (12) months immediately preceding the event giving rise to the claim.
If the Customer has used the Services for less than twelve months, the cap shall be limited to the total fees paid during the period of use.
To the maximum extent permitted by law, Halio shall not be liable for:
a) loss of profits;
b) loss of revenue;
c) loss of business or business opportunity;
d) loss of anticipated savings;
e) loss of goodwill or reputation;
f) regulatory fines, penalties, sanctions or enforcement action imposed on the Customer;
g) suspension, restriction or removal of the Customer’s accounts by social media platforms or other Third-Party Services;
h) loss or corruption of data (except to the extent directly caused by Halio’s breach of its obligations under the Data Processing Addendum); or
i) any indirect, incidental, special or consequential loss or damage,
whether or not such losses were foreseeable.
Nothing in this Agreement excludes or limits liability for:
a) death or personal injury caused by negligence;
b) fraud or fraudulent misrepresentation;
c) any liability arising under applicable data protection law, subject to the overall liability cap in Section 16.2 unless a higher amount is mandatorily required by law; or
d) any other liability which cannot lawfully be excluded or limited.
The Customer acknowledges and agrees that:
a) the Services are marketing support and decision-support tools only;
b) all Content and Outputs must be independently reviewed and approved prior to publication;
c) the Customer remains solely responsible for compliance with all applicable legal, regulatory and professional obligations; and
d) Halio shall have no liability for any advice, financial promotion, recommendation or regulated activity carried out by the Customer using or relying upon the Services or Outputs.
The Customer shall indemnify and hold harmless Halio, its directors, officers, employees and agents from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with:
a) any Content created, uploaded, scheduled or published by or on behalf of the Customer using the Services;
b) any breach by the Customer or its Authorised Users of this Agreement, including the Acceptable Use Policy;
c) any allegation that Customer Data or Content infringes the Intellectual Property Rights or other rights of a third party;
d) any regulatory investigation, enforcement action, fine or sanction arising from the Customer’s use of the Services or publication of Content;
e) any misrepresentation, misleading statement or unlawful financial promotion made by the Customer using the Services; or
f) any failure by the Customer to comply with applicable data protection laws in relation to personal data submitted to or processed through the Services.
Halio shall:
a) promptly notify the Customer in writing of any claim for which it seeks indemnification;
b) allow the Customer sole control of the defence and settlement of the claim, provided that the Customer shall not settle any claim in a manner that admits liability on the part of Halio or imposes any non-monetary obligation on Halio without Halio’s prior written consent; and
c) provide reasonable assistance at the Customer’s expense.
The indemnity in this Section 17 shall not apply to the extent that a claim arises directly from Halio’s material breach of this Agreement.
Halio may modify, enhance, replace or discontinue any part of the Services from time to time in order to:
a) improve functionality or user experience;
b) address security, legal or regulatory requirements;
c) reflect changes imposed by Third-Party Services, including social media platforms and AI providers;
d) introduce new features, including marketplace functionality; or
e) respond to technological developments.
Halio will not materially reduce the core functionality of the Services during an active Subscription Term without reasonable notice, except where such reduction is required for security, legal or regulatory reasons.
The Customer acknowledges that AI Features may evolve over time due to:
a) updates or changes to underlying AI models;
b) refinements to prompts, parameters or system logic; or
c) changes imposed by third-party AI providers.
Halio does not guarantee that AI Features will generate identical outputs over time or maintain consistent behaviour across model updates.
Halio may update these Terms from time to time.
Where changes are material, Halio will provide reasonable notice by:
a) email to the Customer’s registered account contact; or
b) notification within the platform.
Unless otherwise stated, updated Terms will take effect on the next renewal date of the Subscription Term.
If the Customer does not agree to the updated Terms, it may terminate its subscription prior to the renewal date. Continued use of the Services after the effective date of the updated Terms constitutes acceptance of the revised Terms.
Halio may make changes to the Services or these Terms at any time where necessary to comply with applicable law, regulation or regulatory guidance.
The Customer may not assign, transfer, novate or otherwise dispose of any of its rights or obligations under this Agreement without Halio’s prior written consent.
Halio may assign or transfer this Agreement to:
a) an affiliate within its corporate group; or
b) a successor entity in connection with a merger, acquisition, corporate restructuring or sale of assets,
provided that such assignment does not materially prejudice the Customer’s rights under this Agreement.
Halio may subcontract the performance of its obligations under this Agreement, including the use of sub-processors and infrastructure providers, provided that Halio remains responsible for the performance of its obligations in accordance with this Agreement.
Halio shall not be liable for any delay or failure to perform its obligations under this Agreement where such delay or failure results from events beyond its reasonable control, including:
a) acts of God;
b) internet or telecommunications failures;
c) cyber-attacks or security incidents not caused by Halio’s breach;
d) industrial disputes;
e) changes imposed by Third-Party Services; or
f) government action or regulatory changes.
Nothing in this Agreement creates any partnership, joint venture, agency or fiduciary relationship between the parties.
The Customer has no authority to bind Halio or act on its behalf.
A failure or delay by either party to exercise any right or remedy under this Agreement shall not constitute a waiver of that right or remedy.
If any provision of this Agreement is found to be invalid, unlawful or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the relevant provision shall be deemed deleted, and the remaining provisions shall continue in full force and effect.
Any notice required under this Agreement shall be in writing and sent by email to the contact details registered on the Customer’s account or otherwise notified by the parties.
Notice shall be deemed received on the date of transmission unless the sender receives a delivery failure notification.
This Agreement constitutes the entire agreement between the parties in relation to the Services and supersedes all prior agreements, understandings and representations relating to its subject matter.
Each party acknowledges that it has not relied on any statement, representation or warranty not expressly set out in this Agreement.
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.
The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
Halio Terms of Service V1 05/01/2026
