Terms of Service

1. Preamble and parties#

These terms of service (hereinafter, the "Terms" or "Agreement") govern access to and use of the Heila service (hereinafter, the "Service"), provided by the team running the "Heila" project (hereinafter also referred to as the "Provider" or "Heila").

The Heila project is currently in an idea-validation phase: at present no legal entity is dedicated to operating the Service, which is provided directly by the project founders acting in their personal capacity as natural persons. Should a company be incorporated in the future to operate the Service, the contractual relationship will be transferred to that entity (hereinafter, the "Company"), which will succeed to all the rights and obligations of the Provider for all purposes. Registered users will be informed of such transfer by email at the address associated with the account.

Single contact channel for any contractual communication: info@heila.me.

The user of the Service (hereinafter, the "User" or "You") is exclusively a natural or legal person acting in the course of their professional, business or commercial activity (B2B relationship). The Service is not intended for consumers within the meaning of the Italian Consumer Code (Legislative Decree 206/2005). By registering, the User declares to be acting in such capacity.

Accessing the Service and creating an account constitutes full and unconditional acceptance of these Terms.

2. Subject matter of the Service#

Heila is a SaaS platform that (i) collects information from the User during onboarding (country, VAT number, optional company website), (ii) automatically processes — including through artificial intelligence technologies — a business research profile, (iii) identifies and notifies the User of potentially relevant opportunities (public tenders, grants, events, funding) consistent with such profile.

The Service is a signalling and informational support tool. The opportunities shown are identified on the basis of public sources and matching algorithms that may produce incomplete or inaccurate results. Heila does not warrant the completeness, accuracy or timeliness of the information shown, nor the suitability of the opportunities flagged to the User's specific needs. The decision to participate in, apply for or take any action in relation to a flagged opportunity is the User's sole responsibility.

3. Registration, account and onboarding#

To use the Service the User completes a three-step onboarding: (i) entering country and VAT number and, optionally, the company website; (ii) reviewing and confirming the automatically pre-filled Research profile; (iii) creating an account with credentials (email + password).

The User is responsible for:

• the truthfulness, accuracy and completeness of the data provided;
• the confidentiality of access credentials and of any activity carried out through the account;
• promptly notifying info@heila.me of any unauthorised use of the account or suspected security breach.

The User warrants having the right to represent the company associated with the VAT number entered during onboarding, or being authorised to use the Service on its behalf.

It is prohibited to create fictitious accounts, multiple accounts for the purpose of circumvention, or to use third-party data without their consent.

4. Availability of the Service during the validation phase (MVP)#

The Service is currently provided in validation phase (MVP) and free of charge.

In this phase, the User expressly accepts that:

• the Service may contain bugs, malfunctions, interruptions or material changes without notice;
• some features may be added, modified, suspended or removed at any time;
• the level of availability is not subject to any Service Level Agreement (SLA);
• data entered may — in exceptional and residual cases — be lost as a result of technical incidents, and the User is invited not to use Heila as the sole archive of critical information;
• the Provider may, at its discretion, introduce paid plans, modify the scope of the free version or discontinue the Service, giving reasonable notice by email or in-app.

The Service is provided "as is" and "as available", without any warranty, express or implied, in particular as to fitness for a particular purpose, absence of errors, continuity or accuracy of content, to the extent permitted by applicable law.

5. Intellectual property#

5.1 Provider's property

All intellectual and industrial property rights relating to the Service — software, interfaces, source code, matching algorithms, databases, trademarks, logos, editorial content — are the exclusive property of the Provider or its licensors, and are protected under applicable national and European law.

Acceptance of these Terms grants the User a non-exclusive, non-transferable, non-sublicensable, revocable and limited licence to use the Service for the purposes described herein, exclusively for the duration of the contractual relationship.

The User shall not: (i) copy, modify, decompile, disassemble or reverse-engineer the Service, except within the limits mandatorily allowed by law; (ii) resell, sublicense or otherwise make the Service available to third parties; (iii) extract content from the Service in a massive or systematic manner (scraping, automated crawling) without prior written authorisation; (iv) use the Service to build competing products.

5.2 User data and content

The User retains exclusive ownership of the data and content entered into the Service (hereinafter, "User Content").

The User grants the Provider a non-exclusive, royalty-free licence, valid only for the duration of the contractual relationship and limited to the purposes of delivering the Service, to host, reproduce, process and display the User Content, including through artificial intelligence technologies, solely for the purpose of providing the features described in Section 2.

User Content shall not be used to train artificial intelligence models of the Provider or of third parties, except with the User's prior and separate explicit consent.

5.3 Feedback

Any suggestions, ideas or feedback submitted by the User may be freely used by the Provider to improve the Service, with no obligation of compensation or attribution.

6. User obligations and prohibitions#

By using the Service the User undertakes to:

• comply with applicable law, including in matters of intellectual property and data protection;
• not use the Service for unlawful, fraudulent or third-party-rights-infringing purposes;
• not interfere with the operation of the Service (e.g. through intrusion attempts, DDoS attacks, malware injection, attempts to circumvent security measures);
• not use the Service to send unsolicited communications to third parties (spam) or to profile persons who have not given their consent.

The Provider reserves the right to suspend or terminate the User's account, at any time and without notice, in case of breach of these Terms, of legal obligations, or in case of conduct potentially detrimental to the Service or to other users.

7. Limitation of liability#

To the maximum extent permitted by applicable law, and taking into account the free and validation-phase nature of the Service:

• the Provider shall not be liable for indirect, consequential damages, loss of profit, loss of chance, loss of data, loss of business opportunities, lost earnings or reputational damage arising from the use or impossibility of use of the Service;
• the Provider shall not be liable for: inaccuracy, incompleteness or non-currency of information relating to the opportunities flagged; failure of the User to participate in an opportunity due to malfunctions, notification errors or delays of the Service; decisions taken by the User on the basis of the information provided by the Service;
• in any event, the Provider's total liability to the User — under any title, whether contractual or non-contractual — is limited, to the extent permitted by law, to a symbolic amount of EUR 100.00 (one hundred euros), in light of the free nature of the Service in the MVP phase.

Nothing in these Terms excludes or limits the Provider's liability for wilful misconduct, gross negligence, or for personal injury, or in any other case where such limitation is prohibited by applicable law.

8. Processing of personal data#

The processing of the User's personal data is governed by the Privacy Policy available at https://heila.me/en/privacy-policy, which is an integral and essential part of these Terms.

9. Term, withdrawal and termination#

This Agreement is concluded upon creation of the account and is of indefinite duration.

The User may withdraw at any time, without notice and at no charge, by deleting the account from the platform settings or, alternatively, by sending a request to info@heila.me. Following deletion, the data will be processed in accordance with the Privacy Policy.

The Provider may withdraw from the Agreement at any time with at least 30 days' notice by email to the address associated with the account, without prejudice to the right of immediate suspension or termination in case of (i) breach of these Terms by the User, (ii) legal obligation, order of an authority or judicial request, (iii) definitive discontinuation of the Service.

In case of discontinuation of the Service, the Provider will allow the User to export their data within a reasonable period before the actual shutdown.

10. Changes to the Terms#

The Provider may amend these Terms to reflect the evolution of the Service, regulatory requirements or operational changes. The updated version will be published on https://heila.me/en/terms-of-service with indication of the date of last update.

In case of material changes (e.g. introduction of a paid plan, modification of liability limitations, modification of the competent jurisdiction), registered Users will be informed by email with at least 15 days' notice before entry into force. Continued use of the Service after the entry into force constitutes acceptance of the new conditions; otherwise, the User may withdraw at no charge.

11. Assignment of the Agreement#

The User may not assign, in whole or in part, this Agreement to third parties without the prior written consent of the Provider.

The Provider may assign the Agreement, with notice to the User, to (i) the Company once incorporated, (ii) any entity belonging to the same group, (iii) an acquirer in case of extraordinary transactions (sale of business branch, merger, acquisition).

12. Notices#

All notices relating to this Agreement shall be sent:

• to the Provider, at the email address info@heila.me;
• to the User, at the email address associated with the account.

13. Governing law and jurisdiction#

This Agreement is governed by Italian law.

For any dispute arising from or relating to this Agreement, the parties agree on the exclusive jurisdiction of the Courts of Milan, Italy, without prejudice to any mandatory jurisdiction of another court provided for by law.

14. Final provisions#

These Terms, together with the Privacy Policy and the Cookie Policy, constitute the entire agreement between the parties in relation to the Service and supersede any prior agreement, understanding or communication, whether written or oral.

The invalidity or unenforceability of any individual clause shall not affect the validity of the remaining provisions.

Tolerance by the Provider of User conduct not in conformity with these Terms does not constitute a waiver of the rights arising from the breached provisions, nor of the right to demand exact performance at any time.