Terms of Service

1. Parties and definitions

In these Terms of Service, the following definitions apply:

• "Helond", "we", "us", or "our" means Helond Ltd., a company incorporated in Ireland.
• "Service" means the Helond software platform, APIs, web application, mobile web application, and any related services provided at app.helond.com and associated subdomains.
• "Organisation" means a sport league, association, club, county board, or governing body that registers to use the Service to manage referee assignments, compliance, and related administrative functions.
• "Administrator" means an individual authorised by an Organisation to manage that Organisation's account, including league administrators and fixture secretaries.
• "Referee" means an individual registered on the Service as an officiating person whose assignments, compliance records, and availability are managed through the Service.
• "User" means any individual who accesses or uses the Service, including Administrators and Referees.
• "Subscriber" means an Organisation or individual that has entered into a paid subscription for the Service.
• "Personal Data" has the meaning given in the General Data Protection Regulation (EU) 2016/679 ("GDPR") and the Data Protection Act 2018 (Ireland).
• "Content" means data, text, files, information, or other material uploaded to or generated through the Service.

2. Acceptance of terms

By (a) clicking a button or checking a box indicating acceptance, (b) accessing or using the Service, or (c) having an Administrator create an account on your behalf, you agree to these Terms and our Privacy Policy, which is incorporated into these Terms by reference.

If you are accepting on behalf of an Organisation, you represent and warrant that: (i) you have full legal authority to bind that Organisation; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of that Organisation.

If you do not agree to these Terms, you must not access or use the Service.

3. Description of the service

Helond provides a software-as-a-service platform that enables sport organisations to:

• Manage referee assignment scheduling and notifications;
• Track referee compliance records, certifications, and vetting status;
• Record referee availability and resolve scheduling conflicts;
• Facilitate payment tracking and record-keeping between organisations and referees;
• Generate reports and analytics on officiating activity; and
• Communicate with referees via email, SMS, push notification, and in-app messaging.

We reserve the right, in our sole discretion, to modify, suspend, or discontinue any feature or aspect of the Service at any time with reasonable prior notice, except where urgent security or legal reasons require immediate action.

4. Eligibility and accounts

To use the Service you must be at least 18 years of age and have legal capacity to enter into binding agreements. By using the Service you represent that you meet these requirements.

Account security is your responsibility. You agree to:

• Provide accurate, current, and complete information when creating or maintaining your account;
• Maintain the security and confidentiality of your login credentials;
• Notify Helond immediately at security@helond.com upon becoming aware of any unauthorised access to your account;
• Accept responsibility for all activities that occur under your account; and
• Not share your credentials with any other person.

Administrators are responsible for the accuracy and lawfulness of all data they enter, import, or generate for their Organisation through the Service.

5. Acceptable use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation, including data protection law;
• Upload, transmit, or store any Content that is defamatory, discriminatory, harassing, or otherwise objectionable;
• Attempt to gain unauthorised access to any part of the Service, or to accounts, data, or systems belonging to other Organisations or Users;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service;
• Scrape, crawl, or extract data from the Service by automated means without our prior written consent;
• Introduce malicious code, viruses, or any other harmful components to the Service;
• Use the Service to send unsolicited communications (spam) to referees or other Users;
• Impersonate any person or entity or misrepresent your affiliation with any person or entity;
• Circumvent or attempt to circumvent any access controls, security measures, or usage limits; or
• Resell, sublicence, or provide third-party access to the Service without our express written consent.

Violation of this section may result in immediate suspension or termination of your account and, where appropriate, referral to law enforcement authorities.

6. Subscription and fees

Free tier.During the current early-access period, Helond provides the Service free of charge. We reserve the right to introduce paid subscription tiers at any time on not less than 30 days' written notice. Continued use of the Service after the introduction of fees constitutes acceptance of the pricing.

Paid subscriptions. Where a paid subscription is entered into:

• Fees are due in advance for the applicable billing period (monthly or annual);
• All fees are exclusive of VAT and other applicable taxes, which will be added at the prevailing rate;
• Fees are non-refundable except where required by law or expressly stated in a separate order form;
• Failure to pay undisputed fees within 14 days of the due date may result in suspension of access; and
• We reserve the right to adjust pricing on not less than 30 days' notice; existing subscriptions will not be increased until their next renewal date.

Payment coordination.Helond provides payment coordination and record-keeping services between Organisations, team managers, and Match Officials. Helond is not a payment service provider, payment processor, or money transmitter. Helond does not hold, receive, or process funds on behalf of any party. All payments flow directly between payers and payees via the payment method chosen by the Organisation (Revolut, Venmo, Zelle, bank transfer, or other). Organisations are responsible for ensuring their chosen payment method complies with applicable laws in their jurisdiction, including any business account requirements (e.g. Venmo Business for US organisations). Payment disputes are solely between the Organisation and the relevant payer or Match Official. By using Helond's payment coordination features, Organisations confirm they have obtained any necessary consent from team managers to send payment notifications on their behalf.

7. Intellectual property

Helond platform. The Service, including all software, algorithms, designs, text, graphics, interfaces, and other materials (excluding your Content), is and remains the exclusive intellectual property of Helond Ltd. or its licensors. Nothing in these Terms transfers ownership of the platform to you. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes during the term.

Your Content. You retain all ownership rights in Content you upload to or create through the Service. By submitting Content, you grant Helond a worldwide, non-exclusive, royalty-free licence to host, store, process, display, and transmit your Content solely as necessary to provide and operate the Service for you. This licence terminates when you delete Content or close your account, subject to any retention obligations under applicable law.

Feedback. If you provide suggestions, ideas, or feedback about the Service, you grant Helond an irrevocable, royalty-free licence to use such feedback without restriction or compensation.

Helond brand. The Helond name, mark, and logo are trademarks of Helond Ltd. You may not use them without our prior written consent, except as expressly permitted in these Terms.

8. Data processing agreement (GDPR Article 28)

This section constitutes a Data Processing Agreement ("DPA") between the Organisation (acting as Data Controller) and Helond Ltd. (acting as Data Processor) for the purposes of Article 28 of the GDPR.

8.1 Processing instructions

Helond processes Personal Data of Referees and other Users only on documented instructions from the Organisation, unless required to do so by applicable law (including EU law, Irish law, UK law, or the law of any jurisdiction in which the Organisation or its Referees are located). These Terms, together with your use of the Service, constitute your instructions to process Personal Data for the purposes described in Section 3 and in our Privacy Policy.

8.2 Confidentiality

Helond ensures that persons authorised to process Personal Data are subject to an appropriate duty of confidentiality.

8.3 Security

Helond implements appropriate technical and organisational measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, disclosure, or access. Current measures include encryption at rest and in transit, role-based access controls, and regular security reviews.

8.4 Sub-processors

Helond uses the following sub-processors to deliver the Service. Each is engaged under data processing terms no less protective than this DPA:

We will notify you of any intended changes to this sub-processor list with at least 14 days' advance notice. If you object on reasonable data protection grounds, you may terminate the Service without penalty within 30 days of the notice.

8.5 Data subject rights

Helond will notify you without undue delay upon receiving a request from a data subject (e.g. a Referee) exercising rights under GDPR (access, rectification, erasure, etc.) and will assist you in responding within the statutory timeframe.

8.6 Personal data breach notification

In the event of a Personal Data breach, Helond will notify you without undue delay and in any event within 72 hours of becoming aware of it, to the extent practicable. Notification will include: the nature of the breach; categories and approximate number of data subjects affected; likely consequences; and measures taken or proposed to address the breach.

8.7 Audit rights

Helond will make available all information necessary to demonstrate compliance with this DPA and will allow for and contribute to audits, on reasonable written notice and no more than once per year, at your cost. You agree to conduct any such audit in a manner that minimises disruption to Helond's operations.

9. Sensitive and special-category data

The Service is designed to store and process certain categories of data that may constitute special category data under Article 9 GDPR or otherwise require heightened protection:

• Garda Vetting / DBS / background check records — Vetting status, expiry dates, and reference numbers are stored to assist Organisations in demonstrating compliance with safeguarding obligations under the National Vetting Bureau (Children and Vulnerable Persons) Acts 2012–2016 and equivalent legislation. This data is accessible only to authorised Administrators of the relevant Organisation and to Helond personnel for platform operation purposes.
• Child Welfare records — Where an Organisation operates youth sport leagues, data relating to Referees working with children may be held. Organisations are responsible for ensuring that their use of the Service complies with applicable child safeguarding legislation.
• Health or injury data — If Organisations choose to record availability restrictions or notes that may reveal health information, they do so as Data Controllers and must ensure they have a valid legal basis under Article 9 GDPR.

By entering any special-category data into the Service, the Organisation warrants that it has obtained all necessary consents or has another valid legal basis under applicable data protection law.

10. Marketing and reference rights

By using the Service, you grant Helond the following rights in respect of your Organisation (including its name, competition names, and official badge or logo where publicly available):

• Customer reference.Helond may identify your Organisation as a customer of the Service in sales materials, pitch decks, investor presentations, and on the Helond website (e.g. in a "Trusted by" or "Our customers" section).
• Logo use.Helond may display your Organisation's publicly available badge or logo alongside your Organisation name in marketing and promotional materials, subject to any applicable brand guidelines you provide to us.
• Press and announcements.Helond may issue a press release or publish a social media post announcing your Organisation's use of the Service. We will provide your Organisation with at least 5 business days' notice of any such release and will incorporate reasonable feedback before publication.
• Social media tagging.Helond may tag your Organisation's official social media accounts in posts related to your use of the Service.
• Case studies.Helond may approach your Organisation to participate in a case study. Case studies require your Organisation's separate written approval before publication; your Organisation retains the right to review and approve all case study content.

Opt-out. Your Organisation may withdraw any or all of the above marketing consents at any time by sending a written request to marketing@helond.com. Withdrawal of marketing consent will not affect the validity or enforceability of the service agreement, and Helond will remove or cease using the relevant materials within 14 days of receiving a valid opt-out request. Materials already published (e.g. in print) that cannot be recalled are excluded from this obligation.

These rights do not extend to creating endorsements implying your Organisation's active recommendation of Helond without separate written agreement.

11. Modifications to the service and these terms

Service changes.We may update, change, or remove features of the Service at any time. Where a change materially reduces functionality you rely upon, we will provide at least 30 days' advance notice by email or in-app notification.

Terms changes. We may update these Terms from time to time. We will notify you of material changes via the email address associated with your account or via a prominent notice within the Service, at least 14 days before the new terms take effect. Your continued use of the Service after the effective date constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service and may request export of your data.

12. Third-party services and links

The Service integrates with, or may contain links to, third-party services including Supabase, Vercel, Resend, Twilio, Anthropic, and Revolut (as listed in Section 8.4). These third-party services are governed by their own terms of service and privacy policies. Helond is not responsible for the availability, accuracy, or content of any third-party service, or for any loss or damage arising from your use of such services.

You acknowledge that the availability of certain Service features (including SMS notifications, email delivery, and AI-powered matching) depends on third-party infrastructure. Disruptions to such third-party services may temporarily affect Service functionality without constituting a breach by Helond of these Terms.

13. Disclaimer of warranties

To the maximum extent permitted by applicable law, the Service is provided "as is" and "as available" without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted or error-free operation.

Helond does not warrant that:

• The Service will meet your specific requirements;
• The Service will be uninterrupted, timely, secure, or error-free;
• AI-generated referee suggestions or conflict-check results will be accurate or complete; or
• Any defects in the Service will be corrected.

Nothing in these Terms excludes any statutory rights you may have as a consumer that cannot lawfully be excluded.

14. Limitation of liability

Indirect loss. To the maximum extent permitted by applicable law, in no event shall Helond, its directors, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of goodwill, missed assignment opportunities, payment disputes, or failure to comply with regulatory requirements, arising out of or in connection with your use of or inability to use the Service, even if Helond has been advised of the possibility of such damages.

Cap on liability. Our total aggregate liability to you for any and all claims arising under or in connection with these Terms or the Service shall not exceed the greater of (a) the total fees paid by you to Helond in the 12 months immediately preceding the event giving rise to the claim, or (b) €100.

Essential basis. You acknowledge that the limitations of liability in this section reflect a reasonable allocation of risk and form an essential basis of the bargain between us. Helond would not be able to provide the Service on these terms without these limitations.

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by Irish law.

15. Indemnification

You agree to defend, indemnify, and hold harmless Helond Ltd. and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of the Service in violation of these Terms;
• Content you upload to or create through the Service, including any claim that such Content infringes a third party's intellectual property rights or violates any law;
• Your Organisation's failure to comply with applicable data protection laws in respect of Personal Data you enter into the Service; or
• Your violation of any applicable law or regulation.

16. Termination

By you. You may terminate your account at any time by contacting legal@helond.com. For paid subscriptions, termination takes effect at the end of the current billing period; no refunds are issued for unused portions of a billing period unless required by law.

By Helond. We may suspend or terminate your access to the Service with immediate effect if: (a) you materially breach these Terms and fail to cure the breach within 14 days of written notice; (b) you breach any provision of Sections 4, 5, or 9 which cannot reasonably be cured; (c) you become insolvent or subject to insolvency proceedings; or (d) we are required to do so by law.

Effect of termination. Upon termination, your right to access and use the Service ceases. Sections 7 (Intellectual property), 8 (DPA — data return and deletion obligations only), 13–15 (Disclaimers, liability, indemnification), and 18–21 of these Terms survive termination.

17. Data export and deletion

Export.Within 30 days following termination or expiry of your account, you may request export of your Organisation's data in a commonly used, machine-readable format by emailing legal@helond.com.

Deletion.After the 30-day export period, or upon your written request for earlier deletion, Helond will delete or anonymise your Organisation's Personal Data in accordance with our data retention policy set out in the Privacy Policy, except where retention is required by applicable law (e.g. statutory accounting obligations).

Helond will confirm in writing when deletion is complete. Note that backup copies may persist for up to 90 days following deletion from live systems.

18. Force majeure

Helond shall not be liable for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by circumstances beyond Helond's reasonable control, including but not limited to: acts of God; war, terrorism, or civil unrest; government action or regulation; epidemic or pandemic; interruption to third-party infrastructure (including cloud hosting, telecommunications networks, or DNS services); or industrial action. Helond will notify you promptly of any such event and resume performance as soon as reasonably practicable.

19. Dispute resolution

In the event of any dispute arising out of or in connection with these Terms or the Service, the parties agree to first attempt to resolve the dispute through good-faith negotiation. Either party may initiate this process by sending written notice of the dispute. If the dispute is not resolved within 30 days of such notice (or such longer period as the parties may agree), either party may pursue the remedies available under Section 20.

Nothing in this section prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm.

20. Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of Ireland. Subject to Section 19, you irrevocably submit to the exclusive jurisdiction of the courts of Ireland for the resolution of any dispute.

Where mandatory consumer protection laws in your jurisdiction provide for additional protections, those protections apply in addition to and are not limited by these Terms.

21. General provisions

Entire agreement. These Terms, together with the Privacy Policy and any separate order form or subscription agreement, constitute the entire agreement between you and Helond in respect of the Service and supersede all prior or contemporaneous agreements, representations, or understandings relating to the Service.

Severability. If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

No waiver. A failure or delay by either party to exercise any right or remedy under these Terms shall not constitute a waiver of that right or remedy, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof.

Assignment.You may not assign or transfer your rights or obligations under these Terms without Helond's prior written consent. Helond may assign these Terms or any rights hereunder to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, with 30 days' written notice to you.

Notices. Notices to Helond must be sent to legal@helond.com. Notices to you will be sent to the email address associated with your account. Notices are effective on the next business day after sending.

Relationship of the parties. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties. Neither party has authority to bind the other in any respect.

Third-party rights. These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999 (UK) or otherwise.

22. Contact

For questions about these Terms: legal@helond.com

For data protection enquiries: privacy@helond.com

For marketing opt-outs: marketing@helond.com

For security incidents: security@helond.com