These Terms of Service (these "Terms") are a binding agreement between BAW International Inc., an Oklahoma corporation ("BAW," "we," "us"), and the business that creates a Helix Field account ("Customer," "you"). By checking the acceptance box and creating an account, you agree to these Terms and confirm that the person accepting has authority to bind the Customer. If you do not agree, do not create an account.
Helix Field is a field service management platform: scheduling, dispatch, job tracking, customer records, invoicing, payments, notifications, and related web and mobile applications (the "Service"). We grant you a limited, nonexclusive, nontransferable right to use the Service for your internal business operations during your subscription, for the number of user seats you have purchased. You are responsible for your users (office staff and technicians), for keeping credentials secure, and for all activity under your account.
Plans and fees. Current plans and pricing are shown at signup and on our pricing page (base plan plus a fee per additional seat). Taxes are your responsibility where applicable.
Automatic renewal. Subscriptions renew automatically at the end of each billing period (monthly or annual, as selected) and your payment method on file is charged at the then current rate for your plan, until you cancel. We disclose the renewal term, price, and billing frequency at checkout, and your checkout confirmation email includes cancellation instructions.
Cancellation. You may cancel at any time from your account's billing settings (the same online path you used to subscribe) or by emailing helixfielddispatch@gmail.com. Cancellation stops the next renewal and takes effect at the end of the current paid billing period. You keep access through that paid period. Monthly and annual subscription charges are not prorated, credited, or refunded for unused time, except for a verified billing error, where required by law, or where these Terms or the Data Processing Addendum expressly provide a remedy.
Price changes. We may change pricing effective at your next renewal, with at least thirty (30) days' advance email notice. Your continued renewal after notice is acceptance; you may cancel before the renewal to decline.
Your subscription. Subscription payments to BAW are processed by Stripe. If a renewal charge fails, we will notify you and retry; if payment is not made within seven (7) days, we may suspend the account: users cannot use the Service while suspended. Suspension and termination do not cut off your access to your own data: the export described in Section 6 remains available during suspension and for thirty (30) days after termination, at no charge. Accounts unpaid for 60 days after suspension may be terminated.
Payments you collect from your customers. The Service lets you collect payment on your invoices through a payment processor connected to your account: Stripe, through a Stripe account set up for you through the Service, or Square, by authorizing the Service to use the Square account you already hold. You connect one processor, and you may disconnect it from your account settings at any time (a connected Square account can also be disconnected from your Square Dashboard). Your processor account is governed by that processor's own agreements with you (for Stripe, the Stripe Connected Account Agreement and the Stripe Services Agreement; for Square, the Square General Terms of Service, the Square Payment Terms, and the Square Privacy Notice). Processing fees, payouts, refunds, chargebacks, and disputes are between you and your processor; BAW is not a party to the payment transaction between you and your customer and is not an agent of either processor. When your customer pays online, card details are entered on the processor's hosted payment page and never reach BAW systems; the Service sends the processor the invoice number, the amount, and the customer's name and email, and receives payment status back so the invoice can be marked paid. BAW charges a platform fee of one percent (1%) of each online card payment collected through the Service. The platform fee is collected automatically through the processor's application fee mechanism, appears separately from the processor's own processing fees in your processor account, and is in addition to your subscription fees. Cash, check, and other payments you record in the Service without using the connected processor carry no platform fee. You remain responsible for the receipt, refund, and cancellation policies you show your customers, as the card networks and your processor require.
You own it. As between you and BAW, you own all data you and your users submit to the Service, including your end customers' names, addresses, phone numbers, job history, photos, signatures, and technician location and time records ("Customer Data"). You grant BAW a limited license to host, process, transmit, display, back up, and secure Customer Data solely to provide, support, secure, and improve the Service and as instructed by you.
Our processor role. For Customer Data about your end customers and your personnel, you are the controller/business and BAW is your processor/service provider. We process it only per these Terms and your instructions through the Service; we do not sell it; and the Data Processing Addendum at /legal/dpa (the "DPA") is incorporated into these Terms.
Aggregated and deidentified data. We may create aggregated or deidentified data (for example, counts of companies by trade or region, and feature usage statistics) for our internal analytics and product improvement. We publicly commit to maintain such data in deidentified form, not to attempt to reidentify it except as permitted by law solely to test whether our deidentification process works, and to contractually require the same of any recipient we share it with.
Your data responsibilities. You are responsible for the lawfulness of the Customer Data you collect and submit, including providing any privacy notices your end customers are entitled to, honoring their rights requests, and complying with employment related notice laws that apply to your monitoring of your own personnel (including technician location tracking, which the Service records only in connection with work activity such as shifts, routes, and jobs; some states require employers to give employees written notice of such monitoring; that notice is your obligation as the employer).
Where messaging features are available and enabled by you, the Service can send appointment reminders, job notifications, and other messages to your end customers by SMS, email, and push notification. You are the sender of these messages. You choose whether messaging is enabled, approve the content and templates, and determine the recipients and timing. You warrant that, for every recipient: (a) you have obtained the level of consent the law requires: prior express consent for informational messages, and prior express written consent for any marketing or promotional message (including review requests); (b) you will keep proof of consent and produce it to us on request; and (c) you will honor opt outs immediately. Where SMS features are available, the Service applies automatic opt out keywords, quiet hours, and volume limits, and you agree not to circumvent them. We may suspend messaging features on carrier complaint, suspected noncompliance, or legal risk. You will indemnify BAW (Section 10) for claims arising from messages sent on your behalf, including claims under the TCPA and state telemarketing laws.
You may export your Customer Data at any time through the Service, including while suspended for nonpayment. The export built into the Service provides your Customer Data, including your records in machine readable (CSV) form and your photos, signatures, and other media in their original file formats, self serve and at no charge. If you need any Customer Data the built in export does not cover, we will provide it within a reasonable time after written request to helixfielddispatch@gmail.com, at no charge. Upon any expiration or termination, the export remains available for thirty (30) days, after which we will delete Customer Data from production systems within thirty (30) days, and backup copies expire on our standard backup cycle, except as retention is required by law. The Data Processing Addendum states these commitments in full. Either party may terminate for material breach not cured within thirty (30) days of written notice. We may terminate or suspend immediately for violations of Section 7, threats to the Service or other customers, or legal requirement.
You will not (and will not permit anyone to): use the Service to violate law, including telemarketing, spam, privacy, and harassment laws; upload malicious code; probe, scrape, overload, or interfere with the Service; resell or provide the Service to third parties as a service bureau; reverse engineer the Service except where the law grants that right; use the Service to build a competing product; or submit data you have no right to submit.
BAW and its licensors own the Service, its software, documentation, designs, and all improvements and derivatives. No rights are granted except the subscription right in Section 1. If you give us feedback or suggestions, you grant BAW a perpetual, irrevocable, royalty free, transferable license to use them without restriction or obligation.
We warrant that the Service will materially conform to its published documentation. Your exclusive remedy for breach of this warranty is that we will use commercially reasonable efforts to correct the nonconformity, or, if we cannot, you may cancel and receive a pro rata refund of prepaid unused fees. OTHERWISE, THE SERVICE IS PROVIDED "AS IS" AND BAW DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR SECURE. NO ADVICE OR INFORMATION OBTAINED FROM US CREATES ANY WARRANTY NOT STATED HERE.
You will defend and indemnify BAW against third party claims arising from: your Customer Data; your breach of Section 4 (data responsibilities), Section 5 (messaging consents), or Section 7; and your violation of law. BAW will defend and indemnify you against third party claims that the Service, as provided by us and used as permitted, infringes a United States patent, copyright, or trademark, with the standard exclusions (combinations, modifications, noncurrent versions) and, as our option, the right to procure rights, modify, or refund prepaid unused fees.
NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. THESE LIMITS DO NOT APPLY TO: CUSTOMER'S PAYMENT OBLIGATIONS; EITHER PARTY'S INDEMNIFICATION OBLIGATIONS; CUSTOMER'S BREACH OF SECTION 5 OR 7; OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
We may modify these Terms prospectively. For material changes we will give at least thirty (30) days' notice by email to your account owner before the change takes effect; changes to fees or plan terms take effect at your next renewal. Changes never apply retroactively to disputes that arose before the change. If you do not agree to a change, cancel before its effective date; continued use after the effective date is acceptance. The "Last updated" date above reflects the current version, and we keep prior versions available on request.
These Terms are governed by Oklahoma law, without regard to conflicts rules. Any dispute arising out of or relating to these Terms or the Service that the parties cannot resolve informally will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Oklahoma County, Oklahoma, before one arbitrator, with the option of video hearings; judgment may be entered in any court of competent jurisdiction. Questions of arbitrability are delegated to the arbitrator. Each party waives any right to bring or participate in a class, consolidated, or representative action; if this waiver is held unenforceable as to a dispute, that dispute (and only that dispute) shall proceed in court, and the rest of this Section remains in force. Either party may bring qualifying claims in small claims court or seek temporary injunctive relief in court to protect intellectual property or confidential information.
Neither party is liable for delay or failure caused by events beyond reasonable control. You may not assign these Terms without our consent, except to a successor in a merger or sale of substantially all assets; we may assign to a successor to our business. These Terms plus the DPA and order/checkout terms are the entire agreement regarding the Service and supersede prior discussions. If any provision is unenforceable it will be limited to the minimum extent necessary. Notices to you go to your account owner's email. Notices to us must be sent by email to Trevor.baker@bawcorp.com, and legal notices may also be mailed to BAW International Inc., c/o Corporation Service Company, registered agent, 10300 Greenbriar Place, Oklahoma City, Oklahoma 73159.
Contact: helixfielddispatch@gmail.com · BAW International Inc., an Oklahoma corporation · Legal notices by mail: BAW International Inc., c/o Corporation Service Company, registered agent, 10300 Greenbriar Place, Oklahoma City, Oklahoma 73159