Terms of Service

1. Terms and definitions

The words below carry the same meaning wherever they appear in this document.

• “Help & Wing”, “we” and “us” — Help & Wing, the company established in Auckland, New Zealand that operates the service and owns the rights in it.
• “Service” and “Helpwing” — the Helpwing customer support platform: the web dashboard, the email ticketing pipeline, the website chat widget, the public API and the documentation.
• “You” and “Customer” — the person or company that registers an account and, where a company is named, everyone acting under that account.
• “Organization” — the billable container that owns projects, members and a plan. One account may belong to several organizations.
• “Project” — a single support surface inside an organization, with its own inbox, chat widget key, support address and settings.
• “Agent” — a person invited to an organization who can read and answer tickets. Agents count towards the seat limit of your plan.
• “End user” — the person who writes to your support address or opens your chat widget. End users are your customers, not ours.
• “Plan” — the tier of the service you have selected, together with its seat, project and volume limits.
• “Ticket” — one conversation in the inbox, whether it arrived by email or through the chat widget.
• “Content” — everything you or your end users send through the service: messages, attachments, contact records, notes and settings.

2. Subject of the agreement

This document is a binding agreement between you and us covering access to and use of the service. It takes effect when you create an account or, if you were invited to an existing organization, when you first sign in — whichever happens first.

If you accept these terms on behalf of a company, you confirm that you are authorized to bind that company, and “you” means that company.

The service is offered to businesses and to developers acting in a professional capacity. It is not intended for children, and you must be old enough to enter into a contract in your jurisdiction to use it.

3. Terms of use of the service

We grant you a non-exclusive, non-transferable, revocable right to use the service for the duration of this agreement, within the limits of your plan. No rights in the software itself pass to you.

A free plan is available and may be used indefinitely, subject to its limits. Paid plans unlock higher limits and additional features. We may change what a plan includes; where a change reduces what you already have, we will tell you before it applies to you.

You keep every right you already hold in your content. We do not claim ownership of it and we do not sell it. We process it only to run the service for you, as described in the Privacy Policy.

We are not the author or the publisher of your content, and we do not review it before it is stored or sent. You are responsible for what passes through your projects, including anything your end users send, and for any third-party claim arising from it.

The chat widget, the API and the documentation may be embedded in your own products. You may not resell the service itself, or offer it to third parties as though it were your own platform, without our written agreement.

4. Payment and settlements

Paid plans are settled in advance, in full, on a prepayment basis. Access to the paid features of a plan opens once payment is final and stays open for the period it covers.

Payment is accepted in crypto only. Stablecoin transfers are sent to the deposit address issued to your organization, on the networks named at checkout — currently Base and Ethereum. We do not accept cards, PayPal or bank transfers.

• The deposit address and the accepted asset are shown at checkout and are specific to your organization. Do not reuse an address you were given for a different organization.
• Funds sent on a network we do not support, or in an asset we do not accept, cannot be credited or recovered.
• A payment is credited when the transfer is final on-chain. Network fees are yours; the amount that arrives is the amount credited.
• Prices are quoted in US dollars and settled at the stablecoin equivalent. We do not take on the exchange-rate risk of a volatile asset.

Because settlement is on-chain and irreversible, payments are non-refundable except where a refund is required by law. A balance left on your organization can be spent on future periods but cannot be paid back out.

Changing plan takes effect from the change. Volume left unused in the period you are leaving — tickets, messages or seats you did not use — is not carried over and is not refunded.

Taxes are yours to account for, except any we are required to collect. Questions about an invoice or a payment that did not appear go to contact@helpwing.app.

5. Rights and obligations of the customer

You undertake to:

• Give accurate registration details and keep them current, including a working email address we can reach you at.
• Keep credentials confidential — passwords, session tokens and project API keys — and tell us promptly if you believe any of them has been exposed.
• Use the service lawfully, and not for spam, unsolicited bulk mail, phishing, malware, fraud or harassment.
• Send email only to people who have a genuine reason to hear from you, and honor their requests to stop.
• Respect the rights of others, including intellectual property and privacy rights, in everything you send through the service.
• Not attempt to disrupt, overload, probe or reverse engineer the service, or to reach data belonging to another organization.
• Not circumvent the limits of your plan, whether by scripting, by opening additional accounts, or otherwise.
• Hold the lawful basis you need to send us your end users’ personal data, and tell those people that a support tool processes it.

You are responsible for everything done under your account, including by agents you invited and by anything holding one of your API keys.

6. What we may do

We reserve the right to:

• Suspend or restrict an account that breaches this agreement, endangers the service, or is being used to send spam or abusive mail — immediately where the risk is immediate.
• Remove or refuse to send content that is unlawful, or that would put the deliverability of our sending infrastructure at risk.
• Delete organizations and their data after a prolonged period of inactivity on a free plan, having given notice to the address on the account.
• Refuse service, or decline to open an account, at our discretion.
• Change the composition of plans and their prices, with notice as described below.
• Carry out maintenance, and interrupt the service where it is needed to keep it safe or working.
• Contact you about service, security and billing matters — these messages are part of the service and are not marketing.

7. What we undertake to do

We undertake to:

• Provide the service described by your plan, and make the paid features available promptly once payment is final.
• Make reasonable efforts to keep the service operational and to restore it quickly when it is not.
• Protect your content and your credentials with technical and organizational measures appropriate to the risk.
• Handle personal data as set out in the Privacy Policy, and not sell it.
• Give notice of planned maintenance where it is likely to be noticed, and of incidents that affect your data.
• Let you export your data while your account is active.

8. Liability and dispute resolution

The service is provided as it stands. We do not warrant that it will be uninterrupted or error-free, that email we send on your behalf will be accepted by every recipient’s provider, or that it will meet a requirement you have not told us about.

We are not liable for loss caused by circumstances outside our reasonable control, including failures of networks, hosting providers, blockchains, email providers or other third-party services; nor for loss of profit, revenue, goodwill or anticipated savings; nor for loss caused by your own failure to keep credentials safe.

Where liability cannot be excluded, it is limited in aggregate to the amount you paid us for the service in the three months before the event giving rise to the claim. Nothing here excludes liability that the law does not permit us to exclude — including, where you deal with us as a consumer, your rights under the New Zealand Consumer Guarantees Act 1993 and Fair Trading Act 1986. Where you acquire the service for the purposes of a business, those Acts are contracted out of to the extent the law allows.

Disputes are to be resolved by negotiation first. Send a written claim to contact@helpwing.app; we will answer within thirty (30) days of receiving it. Only if that period passes without resolution may a claim be taken further.

This agreement is governed by the law of New Zealand, and the courts of New Zealand have exclusive jurisdiction over any claim arising from it.

9. Term and termination

This agreement runs from the moment it takes effect until it is terminated by either side.

You may stop using the service and close your organization at any time, from the billing screen or by writing to us. Closing an account during a paid period does not entitle you to a refund of that period.

We may terminate this agreement for a material breach that is not corrected within a reasonable period of us pointing it out, and immediately where the breach is unlawful or puts other customers at risk.

On termination, access ends and the data belonging to the organization is deleted after the retention window described in the Privacy Policy. Export what you need before you close an account.

10. Additional terms

We may amend this agreement. Material changes are announced at least ten (10) days before they take effect, by email to the address on the account or by notice in the dashboard. Continuing to use the service after that date means you accept the new wording; if you do not, stop using the service and close your account.

If a provision of this agreement is found unenforceable, the rest stays in force. Our not enforcing a right on one occasion is not a waiver of it.

You may not transfer this agreement without our consent. We may transfer it as part of a merger, acquisition or sale of assets, on notice to you.

This document, together with the Privacy Policy, is the whole agreement between us about the service, and replaces anything said about it beforehand.

11. Our details

The service is operated by Help & Wing, Auckland, New Zealand.

Write to us at contact@helpwing.app — about the product, about a payment, or about this agreement. The contact page has the same details.