Terms of Service
These terms govern your use of Halia. By connecting a store, accessing a Halia dashboard, or otherwise using the service, you agree to them. Please read them carefully, as they include important limits on liability and how disputes are handled.
1. These terms and definitions
These terms form a binding agreement between Halia ("Halia", "we", "us") and the merchant or person using the service ("you", "your"). In these terms, "service" means the Halia application, website, scoring engine, alerts, and related features; "customer data" means personal data about your customers that we process on your behalf; and "account data" means the account, settings, and business contact data described in our Privacy Policy. If you use Halia on behalf of an organisation, you confirm you are authorised to bind it, and "you" means that organisation.
2. The service
Halia reads a connected store's customers through a read-only connection, scores them in memory, and returns grades, hidden-VIC lists, signals, latent-value estimates, and segments, including optional pushes to connected marketing tools and optional real-time order alerts. Halia keeps no standing copy of your customer data. We may improve, add, or change features over time.
3. Eligibility and your authority
You must be able to form a binding contract and use the service for business purposes. You confirm that you are authorised to connect the store, that you have the right and a lawful basis to have its customer data processed by Halia, and that you have provided your customers with any privacy information and obtained any consents required by law for that processing.
4. Accounts, private links and security
Access to a dashboard is by a private link. You are responsible for keeping that link confidential and for all activity carried out through it. Do not share it beyond people authorised by you. Tell us promptly at hello@haliascore.com if you believe a link has been exposed or there is unauthorised access, and we will issue a new one and revoke the old.
5. Customer data and data protection
As between us, you are the controller of your customer data and we are your processor. We process customer data only to provide the service and only on your documented instructions, which these terms and your use of the service constitute. We will: keep customer data confidential; apply appropriate technical and organisational measures; not store a standing copy of it (it is scored in memory and discarded); use the subprocessors described in our Privacy Policy; assist you, taking into account the nature of processing, with data-subject requests and security obligations; and, on termination, cease processing. Because we do not retain customer data, there is no standing copy for us to return or delete beyond ceasing access. These commitments operate as our data processing terms; a separate data processing agreement is available on request and, if signed, will govern in case of conflict.
6. Your obligations and warranties
- You will comply with all laws that apply to your use of Halia, including data protection, marketing, and consumer laws.
- You will maintain a lawful basis for processing your customer data and give your customers the privacy information they are due.
- You will not use Halia, or any score or signal, to make decisions about individuals in a way that is unlawful, including unlawful discrimination.
- You are responsible for your outreach and communications to your customers, including consent and unsubscribe handling, even where Halia helps you compose or send them through a connected tool.
7. Acceptable use
- Do not use Halia unlawfully, or to harass, profile unlawfully, or harm individuals.
- Do not attempt to breach security, probe, scrape, reverse engineer, decompile, or disrupt the service, or circumvent access controls or usage limits.
- Do not resell, sublicense, or provide the service to third parties, or use it to build a competing product, without our written agreement.
- Do not upload malicious code or use the service in a way that could damage or overburden it.
8. Connected third-party services
Halia connects to platforms you choose, such as your e-commerce and marketing tools. Your use of those services is governed by their own terms, and we are not responsible for them, their availability, or their handling of data once it reaches them at your instruction. You are responsible for maintaining the rights and credentials needed to connect them and for any charges they impose.
9. Fees, billing and taxes
Halia is offered on a per-store subscription, billed in advance on a recurring basis unless agreed otherwise. Fees are communicated before you subscribe. Unless stated, fees are exclusive of taxes, and you are responsible for any applicable taxes other than those on our income. Late or failed payments may lead to suspension after notice. Except where required by law, fees are non-refundable for periods already started. We may change fees for a renewal term by giving reasonable advance notice.
10. Trials and beta features
We may offer trials or features labelled beta, preview, or similar. These are provided for evaluation, may be changed or withdrawn, and are offered without warranties to the fullest extent permitted by law. We may set usage limits on trials.
11. Service changes and availability
We aim to provide a reliable service but do not guarantee that it will be uninterrupted or error-free. We may perform maintenance, and may modify, suspend, or discontinue features, giving notice of material adverse changes where reasonable.
12. Intellectual property and feedback
Halia, including its engine, signal library, models, interfaces, and brand, remains our property and that of our licensors. We grant you a limited, non-exclusive, non-transferable right to use the service during your subscription. Your data remains yours; you grant us only the limited rights needed to provide the service. If you give us feedback or suggestions, you grant us a perpetual, royalty-free right to use them to improve the service, without obligation to you.
13. Confidentiality
Each party may receive confidential information of the other. The receiving party will use it only to perform under these terms, protect it with reasonable care, and not disclose it except to those who need it and are bound by similar duties, or as required by law. This does not apply to information that is public through no fault of the receiving party or independently developed.
14. No guarantee of accuracy
Scores, grades, signals, and latent-value figures are estimates produced by a heuristic engine. They are not statements of fact about a person's wealth, identity, or future spend, and they may be incomplete or wrong. They are intended as guidance to support your team's judgement, not to replace it. You are responsible for any decision you make using them.
15. Disclaimers
To the fullest extent permitted by law, the service is provided on an "as is" and "as available" basis, and we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy, and non-infringement. Some jurisdictions do not allow certain disclaimers, so some of these may not apply to you.
16. Your indemnity
You will defend, indemnify, and hold us harmless from claims, losses, and costs (including reasonable legal fees) arising from your breach of these terms, your unlawful or unauthorised use of the service, your customer data or your authority to provide it, or your communications with your customers. We will notify you of the claim, give you reasonable control of the defence, and cooperate at your expense.
17. Limitation of liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive loss, or for loss of profits, revenue, goodwill, or data. Our total aggregate liability arising out of or relating to the service is limited to the fees you paid to us in the twelve months before the event giving rise to the claim. These limits do not apply to liability that cannot be limited by law, such as for death or personal injury caused by negligence, or for fraud.
18. Suspension
We may suspend access immediately where reasonably necessary to protect the service or others, for example in response to a security risk, suspected unlawful use, or non-payment after notice. We will aim to limit any suspension to what is necessary and to restore access once the cause is resolved.
19. Term and termination
These terms apply while you use the service. You may stop using Halia and disconnect at any time, which revokes our access immediately. Either party may terminate for material breach that is not cured within a reasonable period after notice. On termination, your right to use the service ends, we delete stored account data and secrets in line with our Privacy Policy, and any sections that by their nature should survive (including sections 12 to 17, 22, and 23) continue to apply.
20. Force majeure
Neither party is liable for failure or delay caused by events beyond its reasonable control, including outages of infrastructure or third-party platforms, acts of government, or other events of force majeure, provided it takes reasonable steps to mitigate.
21. Changes to these terms
We may update these terms. We will change the "last updated" date and, for material changes, take reasonable steps to notify you. Changes take effect when posted unless stated otherwise, and your continued use after they take effect constitutes acceptance. If you do not agree, you may stop using the service and disconnect.
22. Governing law and disputes
These terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction, unless mandatory local law gives you a different right. Before starting formal proceedings, the parties will try in good faith to resolve any dispute by discussion.
23. General
- Assignment. You may not assign these terms without our consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets.
- Entire agreement. These terms, with our Privacy Policy and any order or data processing agreement, are the entire agreement between us on their subject and supersede prior discussions.
- Severability. If any provision is unenforceable, the rest remains in effect.
- No waiver. A failure to enforce a right is not a waiver of it.
- Notices. We may give notice by email or through the service; you may contact us at the email below.
- Third parties. No one other than the parties has rights under these terms.
24. Contact
Halia is a product of Midnight Lantern Technologies Ltd, a company registered in England and Wales (company number [company number]), registered office [registered office address].