Terms of service

These terms of service (the "Terms") are made between HELICAL BIO LTD, a company incorporated in England and Wales with company number 17274734 whose registered office is at Room 4.02, 52 Tabernacle Street, London EC2A 4NJ, United Kingdom ("Helical"), and the customer identified in the Account registration or in an Order Form (the "Customer"). These Terms govern access to and use of Helical's in silico perturbation-screening platform and related services.

By indicating acceptance in a registration, checkout or authorisation flow, executing an Order Form, purchasing Credits, authorising an AI Client to connect to the MCP Server, or otherwise accessing the Services, the Customer agrees to be bound by these Terms.

These Terms were last updated on 2 October 2026.

1. Definitions and interpretation

1.1 In these Terms, unless the context otherwise requires, the following definitions apply:

"Account" means the account registered with Helical by or on behalf of the Customer through which the Services are administered and accessed;

"Affiliate" means, in relation to a party, any entity which directly or indirectly controls, is controlled by, or is under common control with, that party from time to time;

"AI Client" means any software application or agent, including any application implementing the Model Context Protocol, through which requests are transmitted to the MCP Server, whether operated by the Customer or by a third-party platform on the Customer's behalf;

"Authorised User" means an employee, officer or individual contractor of the Customer or of its Affiliates who is authorised by the Customer to access the Services on the Customer's behalf;

"Base Model" means any machine learning model, including its weights, parameters, architecture and associated software, developed by or licensed to Helical and made available through the Services, excluding Tuned Models;

"Business Day" means a day other than a Saturday, Sunday or public holiday in England;

"Credits" means the prepaid units of account purchased by the Customer and redeemable against consumption of the Services in accordance with clause 4 and Schedule A;

"Customer Data" means all data, datasets, biological sequences, structures, assay or screening results, prompts, files and other materials submitted to the Services by or on behalf of the Customer, including Inputs, but excluding Outputs and Usage Data;

"Documentation" means the technical documentation, usage guides, supported-client list, sub-processor list and locations, and policies published by Helical at https://console.helical.bio/docs, as updated from time to time;

"Data Protection Legislation" means (a) the UK GDPR (as defined in the Data Protection Act 2018), the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003; (b) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 and any legislation implementing or supplementing it in any member state of the European Economic Area; and (c) any other applicable law relating to the processing of personal data, in each case as amended, extended or re-enacted from time to time;

"Derived Artefacts" means Tuned Models, embeddings, indexes, caches, intermediate files and other artefacts generated by the Services from Customer Data, other than Outputs delivered to the Customer;

"Fees" means the amounts payable by the Customer for Credits or otherwise in connection with the Services, as set out in Schedule A or in an Order Form;

"Inputs" means Customer Data submitted to the Services in connection with a particular request, job or session;

"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks and service marks, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered, including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights, and all similar or equivalent rights which subsist now or in the future in any part of the world;

"MCP Server" means Helical's proprietary Model Context Protocol server and the associated authenticated endpoints, tools and interfaces through which the Services are made available to AI Clients;

"Order Form" means an ordering document executed by the parties which references and incorporates these Terms;

"Outputs" means the results, embeddings, predictions, scores, files and other content generated by the Services and returned to the Customer in response to Inputs, excluding the Base Models and the Tuned Models;

"Prohibited Uses" means the uses set out in Schedule C;

"Rate Table" means the table of Credit consumption rates set out in Schedule A, as amended in accordance with Schedule A;

"Services" means the MCP Server, the Base Models, the model-tuning functionality, the web console, the Documentation and any related services provided by Helical under these Terms;

"Term" means the period described in clause 12.1;

"Tuned Model" means any model weights, adapters, checkpoints or similar artefacts derived from a Base Model, wholly or partly using Customer Data, through the tuning functionality of the Services; and

"Usage Data" means telemetry, logs, metering records and other technical or statistical data generated by the operation of the Services, excluding Customer Data and the content of Outputs.

1.2 In these Terms: (a) clause and Schedule headings do not affect interpretation; (b) words in the singular include the plural and vice versa; (c) "including", "in particular" and similar expressions are illustrative and do not limit the sense of the words preceding them; (d) a reference to legislation is a reference to it as amended, extended or re-enacted from time to time; (e) references to clauses and Schedules are to the clauses of, and the Schedules to, these Terms, and the Schedules form part of these Terms; and (f) "writing" and "written" include email but do not include content transmitted by or through an AI Client or returned by the Services.

2. Acceptance, accounts and authorised users

2.1 These Terms take effect between Helical and the Customer on the earliest of: (a) the Customer indicating acceptance in a registration, checkout or authorisation flow; (b) execution of an Order Form; (c) the purchase of Credits; and (d) any access to the Services under credentials issued to the Customer.

2.2 The Services are provided solely for use in the course of the Customer's internal business use. The Customer confirms that it is a business and not a consumer. Each individual who accepts these Terms on behalf of an entity warrants that they have authority to bind that entity.

2.3 Each Authorised User must be at least 18 years of age. The Customer shall ensure that all registration information is accurate and is kept up to date.

2.4 The Customer shall procure that each Authorised User complies with these Terms. The acts and omissions of Authorised Users, and of any AI Client acting under the Customer's credentials, are deemed to be the acts and omissions of the Customer.

2.5 Credentials issued in respect of the Account, including API keys and OAuth tokens, are confidential and personal to the Customer and must not be disclosed to, or used by, any person other than an Authorised User. The Customer undertakes that it shall not share any credentials with any third party, unless an Authorised User, who is outside the Customer's organisation. The Customer shall notify Helical without undue delay on becoming aware of any loss or compromise of credentials and remains responsible for all use of the Services under its credentials until Helical has received that notification and has had a reasonable opportunity to suspend the affected credentials.

2.6 Helical may amend these Terms by giving not less than 30 days' notice by email or through the web console. An amendment takes effect prospectively only. If an amendment materially and adversely affects the Customer, the Customer may, by written notice given within 30 days of the effective date of the amendment, terminate these Terms, in which case Helical shall refund pro rata the Fees paid for unused, unexpired Credits. Continued use of the Services, or purchase of Credits, after the effective date constitutes acceptance of the amendment. Helical may require acceptance of amended Terms to be recorded through the authorisation flow. Schedules A and C may also be amended in accordance with their own provisions.

3. Access to the services; MCP server and AI clients

3.1 Subject to the Customer's compliance with these Terms and payment of the applicable Fees, Helical grants the Customer a non-exclusive, non-transferable, non-sublicensable right, during the Term, for its Authorised Users to create an Account and access and use the Services, through the MCP Server and any other interfaces designated by Helical, for the Customer's internal business purposes.

3.2 The Services may be accessed only through the authenticated interfaces designated by Helical. Any other form of automated access, including crawling, scraping or harvesting, is prohibited.

3.3 The Customer may connect any AI Client that authenticates using valid credentials issued in respect of the Account. Every request, instruction and tool invocation transmitted to the MCP Server under the Customer's credentials is attributed to the Customer, whether or not it was individually reviewed or authorised by a natural person. The Customer is solely responsible for the selection, configuration and supervision of the AI Clients it uses.

3.4 Third-party platforms through which an AI Client operates, including the platforms of OpenAI and Anthropic, do not form part of the Services. The Customer acknowledges that Inputs and Outputs transmitted to or through such platforms are processed by those platforms under the Customer's own arrangements with them, and that Helical has no responsibility or liability for the acts, omissions, availability or security of any such platform, or for its handling of data outside systems under Helical's control. Customer Data uploaded through the console is transferred directly to storage under Helical's control and is not routed through any AI Client or third-party platform.

3.5 Content generated by an AI Client, and responses returned by the Services, do not constitute notices, offers, acceptances, representations or other contractual communications by either party. Notices must be given in accordance with clause 13.1.

3.6 Access to the Services is subject to the usage and rate limits stated in the Documentation or in an Order Form. Helical may impose or vary reasonable limits where necessary to protect the integrity, security or performance of the Services. The Customer shall not circumvent, and shall procure that no AI Client circumvents, any such limit.

3.7 Helical may modify the Services from time to time, including tool schemas, endpoints and model versions. Where a modification materially reduces the core functionality of the Services, Helical shall give the Customer not less than 30 days' prior notice where reasonably practicable.

3.8 Helical provides support only in respect of the AI Clients identified as supported in the Documentation. Other AI Clients may connect to the MCP Server, but Helical gives no commitment in respect of their operation.

3.9 Helical shall use reasonable endeavours to make the Services available but does not warrant uninterrupted availability. Planned maintenance shall, where practicable, be notified in advance through the console.

4. Credits, fees and payment

4.1 Consumption of the Services is metered and set against the Customer's Credit balance at the rates in the Rate Table. Credits may be purchased through the console at the prices in Schedule A or under an Order Form.

4.2 Fees are payable in advance upon entry into these terms and conditions. Helical will automatically apply and deduct from the Customer Credit balance the Fees for the Services as set out in Schedule. Helical will provide the Customer with an updated view of the Customer Credit balance in the web console, with details of the Fees deducted for the previous month. Where the Customer enables automatic top-up of Fees, the Customer authorises Helical and its payment processor (Stripe) to charge the stored payment method in the amounts and at the thresholds configured by the Customer. Automatic top-up is disabled unless expressly enabled by the Customer.

4.3 Credits have no cash or monetary value, do not constitute a deposit, electronic money or a payment instrument, are non-transferable outside the Customer's organisation and are not redeemable for money or anything else, save as expressly stated in these Terms.

4.4 Credits expire 12 months after the date of purchase unless a different period is stated in an Order Form. Expired Credits are forfeited without refund.

4.5 Consumption is charged at the rates in force at the time the relevant job or request is submitted. Helical reserves the right to vary the Rates payable by giving notice to the Customer in accordance with clause 2.6.

4.6 Helical's metering records are, in the absence of manifest error, conclusive evidence of consumption. The Customer must notify Helical in writing of any billing or metering dispute within 30 days of the consumption in question.

4.7 Where a job fails in its entirety for reasons wholly attributable to a fault of the Services, Helical shall re-credit the Credits consumed by that job. Re-credit is the Customer's sole and exclusive remedy in respect of failed jobs. This clause does not apply to failures attributable to the Customer Data, to the conduct of an AI Client, or to the Customer's breach of these Terms.

4.8 Fees and Credit prices are stated exclusive of value added tax and any other applicable taxes or duties, which the Customer shall pay in addition at the prevailing rate.

4.9 Where Fees are invoiced under an Order Form, invoices are payable within 30 days of the invoice date and Helical may charge interest on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

5. Customer data and model tuning

5.1 As between the parties, the Customer retains all right, title and interest, including all Intellectual Property Rights, in and to the Customer Data.

5.2 The Customer grants Helical a non-exclusive, royalty-free licence to host, copy, transmit, process and display the Customer Data solely to the extent necessary to: (a) provide, secure and maintain the Services; (b) comply with applicable law; and (c) enforce these Terms.

5.3 Helical shall not use Customer Data, Derived Artefacts or Outputs to train, evaluate or improve any Base Model, or any model made available to any other customer, except with the Customer's prior express consent given in writing in a separate agreement. No such agreement shall extend to Customer Data which is special category personal data unless that data has first been anonymised or aggregated so that it no longer relates to an identifiable individual, and any such agreement shall identify the capacity in which Helical processes the data and the lawful basis relied on. Any such consent may be withdrawn at any time with prospective effect.

5.4 Tuned Models are created from the Base Models using Customer Data. Subject to payment of the applicable Fees, Helical assigns to the Customer all Intellectual Property Rights (if any) subsisting in each Tuned Model created from its Customer Data, to the extent those rights are separable from the Base Models, with effect from its creation, and to the extent that such assignment is ineffective grants the Customer an exclusive, perpetual, irrevocable, royalty-free licence of those rights. Nothing in this clause assigns or licenses any Intellectual Property Rights in the Base Models, which remain with Helical and its licensors, including where a Base Model is embodied in or is required to operate a Tuned Model. Improvements to the Base Models or the Services made without use of Customer Data, Derived Artefacts or Outputs remain the property of Helical. The Customer grants Helical a non-exclusive licence to host, copy, operate and maintain each Tuned Model solely to provide the Services to the Customer. Helical shall not make any Tuned Model, or any part of one, available to any other customer and shall not use it for any other purpose. Because a Tuned Model embodies, or operates only in conjunction with, the Base Models, Helical may make Tuned Model weights, adapters or similar artefacts available to the Customer in a form and by a mode agreed between the parties from time to time; absent such agreement, the Customer exercises its rights in a Tuned Model through the Services.

5.5 Helical shall delete a Tuned Model, and the other Derived Artefacts relating to it, within 30 days of the Customer's written request and, in any event, within 30 days after termination of these Terms, subject to routine backup cycles completing within a further 60 days, unless an Order Form provides for the delivery to the Customer of separable components of the Tuned Model before deletion.

5.6 The Customer may submit personal data to the Services, including data concerning health and genetic data, only where: (a) the data has been pseudonymised before submission so that it contains no names, contact details, dates of birth, identification numbers, images or other direct identifiers, and the key or other means of re-identification is retained by the Customer and is not provided to Helical; (b) Schedule B applies to the processing; and (c) the consents, ethics or governance approvals and any data access or data use conditions applicable to the data permit its processing by Helical as a processor, at the processing locations stated in Schedule B, for the purposes of the Services. The Customer shall not submit personal data which does not satisfy paragraph (a), nor any data which the Customer does not have the rights, consents or lawful bases to submit.

5.7 Each party shall comply with the Data Protection Legislation. Where Helical processes personal data on the Customer's behalf in providing the Services, Schedule B applies.

5.8 Helical shall implement and maintain appropriate technical and organisational measures to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access.

5.9 The Customer warrants that it has, and will maintain, all rights, consents and lawful bases necessary to submit the Customer Data and to permit its processing in accordance with these Terms, including that all participant consents, ethics or governance approvals and data access or data use conditions applicable to the Customer Data permit its processing by Helical, and by the sub-processors identified in Schedule B, at the processing locations stated in Schedule B.

5.10 Following the export period in clause 12.5, Helical shall delete the Customer Data and the Derived Artefacts within 60 days, and from encrypted backups within a further 30 days, subject to any retention required by applicable law. Records retained after that period for security, audit, billing or legal purposes shall consist of metadata and shall not contain the content of Customer Data, Derived Artefacts or Outputs.

6. Outputs and intellectual property

6.1 Helical and its licensors retain all Intellectual Property Rights in and to the Services, the Base Models (including as embodied in or used by any Tuned Model), the MCP Server, the tool schemas, the Documentation and the Usage Data. No rights are granted to the Customer except as expressly set out in these Terms.

6.2 Subject to the Customer's compliance with these Terms and payment of the applicable Fees, Helical assigns to the Customer all Intellectual Property Rights (if any) subsisting in the Outputs, with effect from their creation. To the extent that such assignment is ineffective in any jurisdiction, Helical grants the Customer an exclusive, perpetual, irrevocable, royalty-free licence to use the Outputs for any lawful purpose, subject to clause 6.4. Tuned Models are dealt with in clause 5.4.

6.3 The Customer acknowledges that the Services are probabilistic and that outputs which are similar or identical to the Outputs may be generated independently for other customers. Nothing in these Terms prevents Helical from generating such outputs for other customers, provided that Helical does not use or disclose the Customer's Confidential Information in doing so.

6.4 The Customer shall not use the Outputs to develop, or to assist any person to develop, a product or service that competes directly or indirectly with the Services. The Customer may use the Outputs and the Tuned Models to train and operate models that are internal and proprietary to the Customer, including target-identification and property-prediction models used in its own research and development programs.

6.5 The Customer grants Helical a perpetual, irrevocable, royalty-free licence to use suggestions and feedback concerning the Services, excluding any Customer Data contained in them.

6.6 Usage Data is owned by Helical. Usage Data may include the types of tools invoked, job classes, volumes, durations, error rates and similar operational metadata, but shall not include the content of Customer Data, Derived Artefacts or Outputs. Helical shall use Usage Data only in de-identified and aggregated forms which do not identify the Customer, its Authorised Users or its research programs, targets, indications or compounds, for the purposes of operating, securing and improving the Services and of producing statistics.

7. Use restrictions

7.1 The Customer shall not, and shall procure that its Authorised Users and AI Clients do not:

(a) reverse engineer, decompile or disassemble any part of the Services, or attempt to derive or extract any Base Model or Tuned Model or their weights, parameters or training data, or any non-public system prompt, tool schema or configuration, except to the extent that such restriction cannot lawfully be excluded;

(b) access the Services otherwise than through the authenticated interfaces designated by Helical, or crawl, scrape or harvest any part of them;

(c) circumvent, disable or interfere with authentication, metering, rate limits, quotas or any other technical or security control;

(d) share, sell, sublicense, rent or pool credentials or access, or make the Services available to any third party, including on a service-bureau or white-label basis;

(e) use the Services or the Outputs to develop, or to assist in developing, a product or service that competes with the Services;

(f) introduce malicious code into the Services, or conduct load, penetration or vulnerability testing of them, except with Helical's prior written consent;

(g) cause an AI Client to issue instructions designed to interfere with the operation of the Services or to cause them to act contrary to these Terms, or to probe or manipulate the tools exposed by the MCP Server otherwise than in accordance with the Documentation;

(h) submit to the Services, or use them to generate, material which is unlawful or which infringes the rights of any person;

(i) publish benchmark or comparative evaluations of the Services except in accordance with clause 9.3; or

(j) use the Services for any Prohibited Use.

7.2 Helical may investigate suspected breaches of this clause 7 and may suspend access in accordance with clause 12.2.

8. Safety, regulatory and export

8.1 The Services generate computational predictions for research purposes. The Services are not a medical device and are not intended for use in clinical diagnosis, treatment decisions or patient care. The Customer shall not rely on Outputs for any such purpose and shall independently validate Outputs before relying on them in any regulatory submission.

8.2 The Customer shall notify Helical in writing before using the Services for any work which could reasonably be expected to involve the enhancement of the pathogenicity, transmissibility, virulence or toxicity of any biological agent, or which concerns any agent or toxin controlled under applicable biosecurity legislation. Helical may make continued access for such work conditional on further diligence, may restrict it, or may suspend it pending review.

8.3 Each party shall comply with the applicable export control and trade sanctions laws of the United Kingdom, the European Union and the United States. The Customer warrants that neither it nor any Authorised User is a sanctioned person or located in a comprehensively sanctioned territory, and the Customer shall not permit access to the Services from any such territory.

8.4 Each party shall comply with applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010.

9. Publications and attribution

9.1 The Customer shall acknowledge its use of the Services in any academic or scientific publication which reports results generated by the Services, in the form, and citing the references, specified in the Documentation.

9.2 Save for the acknowledgement described in clause 9.1, neither party shall use the other party's name, logo or trade marks without that party's prior written consent.

9.3 The Customer may publish benchmark or comparative evaluations of the Services in academic venues provided that the publication identifies the model versions and configurations evaluated and is not misleading. Any other publication of benchmark or comparative evaluations requires Helical's prior written consent.

9.4 Where applicable, the Customer shall comply with the attribution, citation and other licence conditions attaching to Base Models, or to public databases and datasets, made available to the Customer as part of the Services. Helical shall make the applicable licence terms accessible through the Documentation.

10. Confidentiality

10.1 "Confidential Information" means information disclosed by one party to the other in connection with these Terms which is designated as confidential or which would reasonably be regarded as confidential, including, in the case of the Customer, the Customer Data, the Derived Artefacts, the Tuned Models and the Outputs and, in the case of Helical, the non-public elements of the Services, the Base Models, the tool schemas and the non-public Documentation.

10.2 Each party shall: (a) use the other party's Confidential Information only to exercise its rights and perform its obligations under these Terms; (b) protect it using at least the degree of care that it uses for its own confidential information, and in any event no less than reasonable care; and (c) disclose it only to those of its personnel and professional advisers who need it for those purposes and who are bound by duties of confidentiality no less protective than this clause.

10.3 Clause 10.2 does not apply to information which: (a) is or becomes publicly available other than through breach of these Terms; (b) was lawfully known to the recipient without restriction before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the discloser's Confidential Information.

10.4 A party may disclose Confidential Information to the extent required by law, by a court of competent jurisdiction or by a regulator, provided that, where lawful, it gives the other party reasonable prior notice of the disclosure.

10.5 Clause 6.3 applies notwithstanding this clause 10: the independent generation of similar or identical outputs for other customers does not of itself breach this clause.

10.6 The obligations in this clause 10 survive for five years after termination of these Terms and, in respect of trade secrets, for so long as they remain trade secrets.

11. Warranties, liability and indemnities

11.1 Each party warrants that it has full power and authority to enter into and perform these Terms.

11.2 Helical warrants that it shall provide the Services with reasonable skill and care and materially in accordance with the Documentation.

11.3 Save as expressly provided in these Terms, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law. Without limiting the foregoing, Helical does not warrant that the Services will be uninterrupted or error-free and gives no warranty as to scientific outcome. Outputs are probabilistic in nature and may be inaccurate or incomplete. The Customer is solely responsible for evaluating the Outputs and for their independent validation, including experimental validation, before any reliance is placed on them.

11.4 Nothing in these Terms limits or excludes either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot lawfully be limited or excluded.

11.5 Subject to clause 11.4, neither party shall be liable for any loss of profits, revenue, business, anticipated savings, goodwill or data, or for any indirect or consequential loss, arising under or in connection with these Terms, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise.

11.6 Subject to clauses 11.4 and 11.5, each party's total aggregate liability arising under or in connection with these Terms, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, shall not exceed the total Fees paid by the Customer in the 12 months preceding the event giving rise to the claim or, where no Fees have been paid in that period, £100.

11.7 The Customer shall indemnify Helical against all liabilities, costs, expenses, damages and losses (including reasonable legal costs) arising out of or in connection with any third-party claim arising from: (a) the Customer Data, including any allegation that its submission to or processing within the Services in accordance with these Terms infringes the rights of any person or breaches applicable law; (b) any Prohibited Use or any breach of clause 7 or clause 8; (c) the Customer's use of the Outputs, or of any product or service developed using them; or (d) the conduct of an AI Client in breach of these Terms.

11.8 Helical shall defend the Customer against any third-party claim that the Services, as provided by Helical and used in accordance with these Terms, infringe that third party's Intellectual Property Rights, and shall indemnify the Customer against damages finally awarded or amounts agreed in settlement of such a claim. If such a claim arises or in Helical's opinion is likely to arise, Helical may procure the right for the Customer to continue using the affected element, modify or replace it so that it becomes non-infringing, or terminate the affected Services and refund the Fees paid for unused, unexpired Credits. This clause does not apply to claims arising from the Customer Data, from combination of the Services with items not provided by Helical, or from use of the Services in breach of these Terms. This clause states the Customer's sole and exclusive remedy in respect of infringement of third-party rights by the Services.

11.9 The party seeking an indemnity shall give the indemnifying party prompt written notice of the claim, sole conduct of its defence and settlement, and reasonable cooperation at the indemnifying party's cost, and shall not settle the claim or admit liability without the indemnifying party's prior written consent.

12. Suspension, term and termination

12.1 These Terms commence on the date determined under clause 2.1 and continue until terminated in accordance with this clause 12 (the "Term").

12.2 Helical may suspend access to all or part of the Services with immediate effect where: (a) suspension is reasonably necessary to address a security risk to the Services or to any customer; (b) Helical reasonably suspects Prohibited Uses or a material breach of these Terms; (c) suspension is required by law or by a competent authority; or (d) the Customer's Credit balance is exhausted. Helical shall give notice of the suspension where practicable and shall restore access promptly once the ground for suspension is resolved.

12.3 Either party may terminate these Terms for convenience on not less than 30 days' written notice.

12.4 Either party may terminate these Terms with immediate effect by written notice if the other party: (a) commits a material breach which is irremediable or which remains unremedied 30 days after written notice requiring remedy; or (b) becomes insolvent, enters administration, liquidation or any analogous procedure, or ceases or threatens to cease to carry on business.

12.5 On termination, the Customer's right of access ceases. For 30 days after the effective date of termination Helical shall make reasonable facilities available for the Customer to export its Customer Data and Outputs. Thereafter clause 5.10 applies, and Tuned Models are deleted in accordance with clause 5.5.

12.6 On termination: (a) where Helical terminates for convenience, or the Customer terminates under clause 2.6 or for Helical's breach under clause 12.4, Helical shall refund pro rata the Fees paid for unused, unexpired Credits; (b) in all other cases, unused Credits are forfeited on the effective date of termination; and (c) Credits purchased under an Order Form are governed by that Order Form.

12.7 Termination does not affect rights and remedies accrued at termination. Clauses 1, 4.3, 4.6, 5, 6, 7, 9, 10, 11, 12.5 to 12.7, 13 and 14 survive termination.

13. General

13.1 Notices under these Terms must be in writing and in English, and must be given by email to legal@helical.bio (for Helical) or to the email address registered on the Account (for the Customer), or by post to the recipient's registered office. An emailed notice is deemed received at the time of transmission if sent in business hours, and otherwise on the next Business Day, provided no delivery failure is received. A posted notice is deemed received on the second Business Day after posting. Communications transmitted by or through an AI Client or the Services do not constitute notice.

13.2 Except as provided in clause 2.6 and in Schedules A and C, no variation of these Terms is effective unless it is in writing and agreed by both parties.

13.3 The Customer may not assign or transfer its rights or obligations under these Terms without Helical's prior written consent, not to be unreasonably withheld. Helical may assign these Terms to an Affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets.

13.4 Helical may subcontract its obligations, including cloud hosting and payment processing, but remains responsible for the performance of its subcontractors.

13.5 These Terms, the Schedules, any Order Form and the parts of the Documentation referred to in them constitute the entire agreement between the parties in relation to their subject matter and supersede all prior agreements and understandings. Each party confirms that it has not relied on any statement not set out in them. Nothing in this clause excludes liability for fraud.

13.6 If any provision of these Terms is held to be invalid or unenforceable, it shall apply with the minimum modification necessary to make it valid and enforceable or, failing that, shall be treated as deleted, and the remainder of these Terms is unaffected.

13.7 No failure or delay by a party in exercising any right or remedy is a waiver of it, and no single or partial exercise precludes any further exercise.

13.8 Nothing in these Terms creates a partnership, agency or employment relationship between the parties.

13.9 No person other than a party to these Terms has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of them.

13.10 Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, provided that the affected party notifies the other and uses reasonable endeavours to mitigate the effect. This clause does not relieve the Customer of any obligation to pay Fees which have accrued.

13.11 If there is any conflict between the documents comprising the agreement, the following order of precedence applies: (a) the Order Form; (b) the Schedules; (c) the body of these Terms; and (d) the Documentation.

14. Governing law and jurisdiction

14.1 These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, are governed by the law of England and Wales.

14.2 Before commencing proceedings, other than proceedings for injunctive or other interim relief, the parties shall attempt in good faith to resolve any dispute by escalation to senior representatives of each party for a period of 30 days from written notice of the dispute.

14.3 The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim, save that Helical may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.

Schedule A — Credits and Rate Table

1. Credit prices. Credits are sold at the prices displayed in the console, exclusive of VAT.

2. Academic pricing. Accredited academic and non-profit research institutions may apply for free or discounted credits through the verification process described in the Documentation. Discounted Credits are subject to these Terms in the same manner as all other Credits.

3. Rate Table. Consumption is metered as described in the Documentation.

4. Display at submission. The Credit cost displayed in the console or returned by the MCP Server at the time a job is submitted prevails in the event of any inconsistency with this Schedule pending its next dated revision.

5. Versioning. This Schedule is version 1.0 dated 2 October 2026. Prior versions are available from Helical on request.

Schedule B — Data Processing

1. Application. This Schedule applies where Helical processes personal data on the Customer's behalf ("Customer Personal Data") as a processor in providing the Services. The Customer acts as controller or, where applicable, as another processor. In this Schedule, terms defined in the UK GDPR have the meanings given there, and Derived Artefacts generated from personal data are processed as Customer Personal Data under this Schedule. Helical's data protection contact is privacy@helical.bio.

2. Details of processing.

3. Processor obligations. In relation to the processing of Customer Personal Data, Helical shall:

(a) process such personal data only on the Customer's documented instructions, these Terms constituting such instructions, unless required to do otherwise by law, in which case Helical shall inform the Customer of that requirement before processing unless prohibited from doing so; Helical shall process personal data only in the pseudonymised form in which it is submitted, shall not attempt to re-identify any data subject and shall not take any decision concerning an individual data subject;

(b) ensure that persons authorised to process the personal data are subject to obligations of confidentiality;

(c) implement the technical and organisational measures described in Annex 1 to this Schedule, which the parties agree satisfy the applicable obligations under Data Protection Legislation having regard to the nature of the data, and not reduce their overall level of protection during the Term;

(d) not engage a sub-processor without authorisation; the Customer grants general authorisation for the sub-processors listed in the Documentation, which include Amazon Web Services (cloud hosting, storage, authentication and compute in the regions identified in the Documentation) and Nebius (GPU compute for model training and inference in the regions identified in the Documentation); Helical shall give 30 days' notice of intended changes to its sub-processors or to the processing locations identified in the Documentation, during which the Customer may object on reasonable data-protection grounds, shall impose on each sub-processor obligations equivalent to this Schedule, and remains liable for its sub-processors; AI Clients, and the third-party platforms through which they operate, are engaged by the Customer and are not sub-processors of Helical;

(e) taking into account the nature of the processing, assist the Customer in responding to data subject requests and in meeting its applicable obligations under Data Protection Legislation relating to maintaining appropriate security measures, notifying personal data breaches to the relevant supervisory authority or data subject, and completing the Customer's data protection impact assessments (including, as applicable, any consultation process reasonably required for the Customer's data protection impact assessments);

(f) notify the Customer without undue delay, and in any event within 48 hours, after becoming aware of a personal data breach affecting the Customer's personal data, providing the information required under applicable obligations under Data Protection Legislation as it becomes available;

(g) at the Customer's election, delete or return the personal data, together with the Derived Artefacts, at the end of the provision of the Services, in accordance with clauses 5.5, 5.10 and 12.5, unless storage is required by law;

(h) make available to the Customer the information necessary to demonstrate compliance with this Schedule and allow for and contribute to audits in accordance with paragraph 3; and

(i) ensure that logs and records retained after deletion for security, audit, billing or legal purposes consist of metadata and contain no content of Customer Data, Derived Artefacts or Outputs.

4. Audits. Audits of Helical's processing of Customer Personal Data may be conducted by the Customer or the Customer's approved representatives no more than once in any 12-month period, on not less than 30 days' written notice, during business hours, subject to appropriate confidentiality undertakings and at the Customer's cost. Helical may first satisfy an audit request by providing a recent third-party certification or audit report covering the matters in question.

5. Processing locations and international transfers.

(a) Helical stores and processes Customer Personal Data on infrastructure provided by Amazon Web Services in the United States, with encrypted backups in a second United States region, and carries out computation on Amazon Web Services or Nebius in the regions identified in the Documentation, which may be inside or outside the United Kingdom and the European Economic Area. Changes to those locations are notified in accordance with paragraph 3(d). Alternative processing locations apply only where agreed in writing.

(b) Transfers of Customer Personal Data from the United Kingdom to the United States, or to any other third country in which a sub-processor processes Customer Personal Data, are made under the International Data Transfer Agreement or the UK Addendum to the EU Standard Contractual Clauses entered into with the relevant sub-processor, or under the UK Extension to the EU-US Data Privacy Framework where the sub-processor is certified under it, in which case Helical shall identify genetic data and data concerning health as sensitive data to the importer. Transfers to countries covered by United Kingdom adequacy regulations, including the European Economic Area, require no further safeguard.

(c) Where the Customer is established in the European Economic Area, transfers of Customer Personal Data from the Customer to Helical rely on the European Commission's adequacy decision for the United Kingdom, and Helical shall on request provide the Customer with a description of the safeguards applying to onward transfers and enter into the EU Standard Contractual Clauses where required.

(d) Helical shall not otherwise transfer Customer Personal Data outside the United Kingdom or the European Economic Area without appropriate safeguards under applicable Data Protection Legislation, as amended from time to time.

6. Liability. Liability arising under or in connection with this Schedule is subject to clause 11.

Appendix A to Schedule B — Security Measures

A.0. Zero retention policy. Any data provided through an AI client such as Customer prompts are not retained by the service.

A.1. Encryption. Personal data is encrypted in transit using TLS 1.2 or higher and at rest using AES-256 or an equivalent standard, with keys managed through the infrastructure provider's key management service. Customer-managed encryption keys may be provided where agreed in an Order Form.

A.2. Segregation. Customer Data and Derived Artefacts are logically segregated between customers, and access to a Customer's environment is restricted to that Customer's Authorised Users and to Helical personnel with an operational need.

A.3. Access control. Access by Helical personnel is granted on a least-privilege basis, requires multi-factor authentication, is reviewed at least quarterly and is revoked on change of role or departure. Production access is logged.

A.4. Logging and monitoring. Access to and processing of personal data is logged; logs are protected against alteration, retained in accordance with clause 5.10 and paragraph 3(i) of this Schedule, and monitored for anomalous activity.

A.5. Vulnerability management. Systems are patched within documented timeframes according to severity. Helical conducts vulnerability scanning, commissions independent penetration testing at least annually and remediates findings according to severity.

A.6. Secure development. Changes to the Services follow a documented change-management process, including code review and testing before deployment. Secrets are held in a managed secrets service and not in source code.

A.7. Business continuity. Customer Data is backed up on a defined schedule to a second region; backups are encrypted, tested and retained for no longer than 90 days; recovery procedures are documented.

A.8. Incident response. Helical maintains a documented incident response procedure, including the notification commitments in paragraph 3(f) of this Schedule.

A.9. Personnel. Helical personnel with access to personal data are bound by confidentiality obligations and receive data protection and security training on joining and at least annually.

A.10. Sub-processors. Sub-processors are assessed for security and data protection before engagement and are bound by written terms no less protective than this Schedule. Helical relies on the independent certifications and audit reports of its infrastructure providers and makes them available to the Customer on request.

A.11. Certification. Helical shall pursue independent certification of its security programme, such as ISO/IEC 27001 or SOC 2 Type II, and shall make the resulting reports available to the Customer under obligations of confidentiality once obtained.

Schedule C — Prohibited Uses

1. The Services must not be used:

(a) for clinical diagnosis, treatment decisions, patient management or any function of a medical device;

(b) to design, optimise, develop or produce any biological, chemical, radiological or nuclear weapon, or any agent or product intended to cause harm to humans, animals, plants or the environment;

(c) to enhance, or to identify modifications reasonably expected to enhance, the pathogenicity, transmissibility, virulence, toxicity or environmental persistence of any biological agent, except with Helical's prior written approval following the disclosure required by clause 8.2;

(d) for work concerning agents or toxins controlled under Schedule 5 to the Anti-terrorism, Crime and Security Act 2001 or any equivalent control list, absent the disclosure required by clause 8.2 and Helical's prior written approval;

(e) to circumvent or defeat any biosafety or biosecurity screening or control;

(f) to attempt to re-identify any individual from de-identified or pseudonymised data;

(g) to process special category personal data otherwise than as permitted under clause 5.6 and Schedule B;

(h) in breach of export control or trade sanctions laws; or

(i) otherwise in breach of applicable law.

2. Amendment. Helical may amend this Schedule on not less than 30 days' notice or, where reasonably necessary to address a risk to safety, security or legal compliance, with immediate effect. The current version of this Schedule is published at https://console.helical.bio. Continued use of the Services after an amendment takes effect constitutes acceptance of it. Clause 2.6 applies to any amendment of this Schedule which materially and adversely affects the Customer.