Terms of Service

1. Parties and acceptance

These Terms of Service (“Terms”) govern access to and use of the SetterHero software and related services (the “Service”), provided by Helios Media Limited, a private company limited by shares incorporated in Hong Kong on 15 June 2026, Business Registration No. 80633859, with registered office at Suite C, Level 7, World Trust Tower, 50 Stanley Street, Central, Hong Kong (“Helios”, “we”, “us”). By clicking “I agree” at checkout, or by signing an Order Form, or by accessing the Service, the customer (“Customer”, “you”) accepts these Terms and the Acceptable Use Policy, Privacy Policy and Data Processing Agreement that form part of them. The Service is offered for business and professional use only; it is not directed to consumers.

2. The Service

SetterHero is an orchestration layer that uses artificial intelligence to assist the Customer in drafting and managing replies to direct messages (including Instagram) and WhatsApp messages exchanged between the Customer and the Customer’s own contacts, operating through the Customer’s own connected GoHighLevel (“GHL”) account and the Customer’s own messaging channels. We provide the tool; the Customer determines its configuration, prompts, message content and recipients.

3. Customer responsibility for use and configuration

The Service is fully configurable by the Customer. The Customer is solely responsible for how the Service is configured and used, including prompts, automations, the content of messages sent, the selection of recipients, and the accuracy, completeness and sector-specific compliance of any information the Customer provides or causes the Service to communicate. We do not control, monitor, review or verify the Customer’s configuration or output, and we have no knowledge of, and assume no responsibility for, the Customer’s industry, regulatory obligations or the truthfulness of statements made through the Service. The Customer’s use is governed by the Acceptable Use Policy.

4. Customer accounts and connected services

The Customer is responsible for its own GHL account, its own WhatsApp Business / Instagram / messaging channels and their compliance with the applicable platform terms (including WhatsApp, Meta and Instagram messaging policies), and for maintaining the security of its credentials. The Customer authorises Helios to connect to and operate with these accounts solely to provide the Service.

5. Fees and payment

Fees are those set out at checkout or in the Order Form, payable in advance and non-refundable except where required by mandatory law. We may suspend the Service for non-payment after notice. Fees are exclusive of taxes, which the Customer bears.

6. Intellectual property

The Service, including its software, orchestration logic, workflows, interfaces and all related materials, is and remains the exclusive property of Helios. We grant the Customer a non-exclusive, non-transferable, revocable licence to use the Service for the term, solely for the Customer’s internal business purposes. Nothing transfers ownership or grants any right beyond this licence. The Customer’s own data and content remain the Customer’s property.

7. Warranties and disclaimer

The Service is provided “as is” and “as available”. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy of AI-generated output, and uninterrupted or error-free operation. AI output may be inaccurate and must be reviewed by the Customer before reliance.

8. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill. Our total aggregate liability arising out of or relating to the Service shall not exceed the fees actually paid by the Customer to Helios in the twelve (12) months preceding the event giving rise to the claim. These limitations do not apply to liability that cannot be excluded by law.

9. Indemnity

The Customer shall defend, indemnify and hold harmless Helios and its officers and personnel from any claim, loss, fine or expense (including reasonable legal fees) arising out of the Customer’s use of the Service, the Customer’s content, messages or configuration (including its prompts and welcome or automated messages), the Customer’s breach of the Acceptable Use Policy or of applicable law, or any third party’s claim relating to the Customer’s communications with its contacts.

10. Term, suspension and termination

These Terms apply for the subscription term and any renewal. Either party may terminate for material breach not cured within fifteen (15) days of notice. We may suspend or terminate immediately for breach of the Acceptable Use Policy or where required to protect the Service, third parties or compliance. On termination, the licence ends and data is handled as set out in the Data Processing Agreement.

11. Changes

We may update these Terms and the policies forming part of them, with notice for material changes; continued use after the effective date constitutes acceptance. The version in force is the one accepted at checkout or referenced in the Order Form, as updated.

12. AI transparency and regulatory compliance (EU AI Act)

12.1 Roles. SetterHero provides a software tool (the “Service”) that the Customer configures and operates autonomously. Under Regulation (EU) 2024/1689 (the “AI Act”), the Customer acts as the deployer of the AI system and as controller of the prompts, content and communications it generates or configures, unless a different qualification is mandatorily imposed by applicable law.

12.2 Transparency obligation (Article 50). The Customer is solely responsible for ensuring that, in every interaction handled through the Service, the end user is clearly and timely informed — at the latest at the time of the first interaction — that they are interacting with an artificial-intelligence system and not with a natural person, in accordance with Article 50 of the AI Act.

12.3 Configuration and control. The Customer acknowledges that the Service is fully configurable by the Customer and that the wording, presence and timing of any AI-disclosure message are determined and controlled solely by the Customer through its prompts and configuration. SetterHero recommends that the Customer enable a clear AI-disclosure message and may provide suggested wording or guidance; whether and how to implement it is the Customer’s decision and responsibility.

12.4 Prohibited configurations. The Customer shall not configure the AI agent to deny its artificial nature, or to impersonate a real natural person, in a manner that misleads the end user.

12.5 Further compliance. The Customer is responsible for compliance, in its use of the Service, with all applicable law, including the AI Act, the GDPR, consumer-protection law, and the policies of the messaging platforms used (including Meta, WhatsApp and Instagram rules on automated experiences).

12.6 Representations and warranties. The Customer represents and warrants that the prompts, content and configurations it sets are lawful and compliant with the foregoing, including the AI-transparency obligation.

12.7 Indemnification. The Customer shall indemnify and hold harmless Helios, its directors, employees and contractors from any claim, administrative fine, damage, cost or expense (including reasonable legal fees) arising out of or connected with the Customer’s breach of clauses 12.2 to 12.6, including any missing, removed or altered disclosure of the AI nature of the Service.

12.8 Allocation of responsibility. SetterHero provides the tool together with recommendations and, where offered, suggested wording for AI disclosure; the correct activation and maintenance of AI disclosure in actual use is the responsibility of the Customer as deployer. The Customer assumes this responsibility and acknowledges that it has been advised to implement AI disclosure.

13. Governing law and dispute resolution

These Terms are governed by the laws of the Hong Kong Special Administrative Region. Any dispute arising out of or in connection with these Terms shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under its Administered Arbitration Rules in force, seat Hong Kong, language English, before one arbitrator.

14. Miscellaneous

The Customer may not assign these Terms without our consent; we may assign to a group affiliate. If any provision is unenforceable, the remainder stands. These Terms, with the policies forming part of them, are the entire agreement on their subject matter and supersede prior understandings. No collaboration, agency, employment or partnership is created.