Terms of Service

These Terms of Service (Terms) govern your access to and use of the Flyweel platform, websites, applications and related services (the Service). The Service is provided by Flyweel.co Pty Ltd (ACN 685 487 754, ABN 59 685 487 754), a company incorporated in Australia (Flyweel, we, us, our).

By creating an account, clicking "I agree", or accessing or using the Service, you agree to these Terms. If you are entering into these Terms on behalf of a company or other organisation, you confirm you have authority to bind that entity, and you means that entity. If you do not agree, do not use the Service.

1. Definitions

• Agreement means these Terms, together with any Order Form, our Privacy Policy, our Acceptable Use Policy, and any policies we reference here.
• Connected Platform means a third-party service you authorise Flyweel to connect to (for example Google Ads, Meta Ads, Xero or Pipedrive).
• Customer Data means data, content and information that you or your users submit to the Service, or that the Service collects from your Connected Platforms on your instruction.
• Order Form means an order, subscription selection at checkout, or a written order document describing your plan and fees.
• Output means content or results generated by the Service for you, including by AI features.
• User means an individual you authorise to access the Service under your account.

2. The Service and your licence to use it

Subject to the Agreement, Flyweel grants you a non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes during your subscription. We may update, improve or change the Service from time to time. We will not materially reduce the core functionality of a paid plan during a paid term without giving you reasonable notice and, where the reduction is material and adverse, the right to terminate under clause 16.

3. Eligibility and accounts

The Service is a business product intended for users aged 18 or over. You must provide accurate account information and keep it current. You are responsible for your account credentials, for all activity under your account, and for your Users' compliance with the Agreement. Notify us promptly at team@flyweel.co of any unauthorised use or security incident.

4. Connected Platforms and third-party services

The Service connects to Connected Platforms using authorisation (for example OAuth) that you grant. By connecting a platform, you authorise Flyweel to access, retrieve and process data from it as needed to provide the Service, and you confirm you are permitted to grant that access.

Your use of each Connected Platform remains governed by that platform's own terms. You are responsible for complying with them. Flyweel is not responsible for Connected Platforms or other third-party services, their availability, accuracy, or changes they make to their APIs or terms, which may affect the Service. Where a Connected Platform's terms require it (including Google's API Services User Data Policy and its Limited Use requirements), our access and use of that data complies with those requirements, and we handle Google user data only as described in our Privacy Policy.

You can disconnect a Connected Platform at any time in your account settings.

5. AI features

The Service includes AI-assisted features (for example the Flyweel AI agent and the ability to query your data through compatible AI clients via the Model Context Protocol).

• No reliance / not advice. AI Output is generated automatically, may be incomplete or inaccurate, and must not be relied on as professional, financial, investment, accounting, tax or legal advice. You are responsible for reviewing and verifying Output before relying on or acting on it.
• Third-party AI clients. If you connect the Service to a third-party AI assistant (for example ChatGPT or Claude), your use of that assistant is governed by that provider's terms, and data exchanged with it is handled as described in clause 7 of our Privacy Policy. Flyweel does not control how a third-party AI provider processes data once you share it through that provider.
• Ownership of Output. As between you and Flyweel, and to the extent Flyweel holds any rights in Output generated for you, that Output is yours to use for your business purposes. You are responsible for your use of Output.
• Model training. We do not use your Customer Data to train or fine-tune machine-learning models made available to other customers, except where the data has been aggregated or de-identified so that it no longer identifies you or any individual.

6. Customer Data and intellectual property

Your data. You retain all right, title and interest in your Customer Data. You grant Flyweel a non-exclusive, worldwide licence to host, copy, process, transmit and display Customer Data, and to otherwise use it, solely to provide, secure, maintain and improve the Service and as otherwise permitted by the Agreement. You are responsible for your Customer Data, including having the rights and consents needed for us to process it (including any personal information of third parties contained in your ad, CRM or accounting data).

Aggregated data. We may create and use aggregated or de-identified data derived from use of the Service for analytics, benchmarking and improving the Service, provided it does not identify you or any individual.

Feedback. If you give us feedback or suggestions, we may use them without restriction or obligation to you.

Our IP. Flyweel and its licensors own all intellectual property rights in the Service and all related software, content, branding and documentation. Except for the rights expressly granted in the Agreement, no rights are granted to you. You must not copy, modify, reverse engineer, resell, or create derivative works of the Service except to the extent this restriction is prohibited by law.

7. Fees, billing and taxes

Fees. Fees, plan inclusions and the billing cycle are as set out at checkout, on our pricing page, or in your Order Form. Free plans and trials may be offered and may be changed or withdrawn on reasonable notice.

Payment and renewal. Paid subscriptions are billed in advance and, unless stated otherwise, renew automatically for successive periods until cancelled under clause 16. You authorise us and our payment processor to charge your nominated payment method for all fees. You can cancel renewal at any time before the start of the next period.

Price changes. We may change fees for future billing periods by giving you at least 30 days' notice before the change takes effect. If you do not accept a price change, you may cancel before it takes effect; continued use after it takes effect is acceptance.

Taxes (GST). Unless stated otherwise, fees are exclusive of GST and other taxes. Where Flyweel makes a taxable supply, you must pay the GST in addition to the fee, and we will provide a valid tax invoice. "GST" has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Late or failed payment. If a payment is overdue, we may suspend the Service on reasonable notice until the amount is paid. Fees are non-refundable except where required by law (including the Australian Consumer Law) or expressly stated in the Agreement.

8. Acceptable use

You must not, and must not permit any User to: use the Service unlawfully or in breach of a Connected Platform's terms; upload malware or harmful code; probe, scan, circumvent or breach security; gain unauthorised access to the Service or other customers' data; reverse engineer or scrape the Service except as permitted by law; resell or provide the Service to third parties without our written consent; use the Service to build a competing product; exceed documented rate limits or impose an unreasonable load; or misuse AI or MCP access (including to extract data you are not authorised to access). We may suspend access under clause 16 to address a breach of this clause or a security or legal risk.

9. Availability, support and beta features

We aim to make the Service available with reasonable care and skill but, except for any service levels expressly agreed in an Order Form, the Service is provided without a guaranteed uptime or service level. We may perform maintenance and will use reasonable efforts to limit disruption. Support is provided through the channels we make available (currently team@flyweel.co). Features identified as "beta", "preview", "early access" or "coming soon" are provided as-is, may change or be withdrawn, and are excluded from any service commitments to the maximum extent permitted by law.

10. Confidentiality

Each party may receive confidential information of the other. The receiving party must keep it confidential, use it only for the Agreement, and protect it with reasonable care. This does not apply to information that is public through no fault of the receiving party, independently developed, or required to be disclosed by law (with notice where lawful). Customer Data is your confidential information; the Service and our non-public pricing and technical information are ours.

11. Privacy

Our handling of personal information is described in our Privacy Policy at www.flyweel.co/privacy, which forms part of the Agreement. Where Flyweel processes personal information within Customer Data on your behalf, we do so to provide the Service and in accordance with the Agreement and applicable privacy laws. If you require a data processing addendum, contact us at team@flyweel.co.

12. Warranties and disclaimers

To the maximum extent permitted by law, and subject to clause 13, the Service is provided "as is" and "as available", and we exclude all representations, warranties, guarantees and conditions not expressly stated in the Agreement, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that Output will be accurate or complete.

13. Australian Consumer Law

Nothing in the Agreement excludes, restricts or modifies any consumer guarantee, right or remedy that you have under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any other law that cannot lawfully be excluded (Non-Excludable Rights). Clauses 12 and 14 do not apply to Non-Excludable Rights.

Where the Australian Consumer Law permits a supplier to limit its liability for failure to comply with a consumer guarantee (and the goods or services are not of a kind ordinarily acquired for personal, domestic or household use or consumption), Flyweel's liability for that failure is limited, at our option, to: (a) re-supplying the services (or paying the cost of re-supply); or (b) repairing or replacing the goods (or paying that cost).

14. Limitation of liability

Subject to clause 13:

• Neither party is liable for any indirect, incidental, special or consequential loss, or for loss of profits, revenue, goodwill, business opportunity, or data, however arising.
• Flyweel's total aggregate liability arising out of or in connection with the Agreement is limited to the fees paid by you to Flyweel for the Service in the 12 months before the event giving rise to the liability (or, if you use only a free plan, A$100).
• These limits apply to the maximum extent permitted by law and regardless of the basis of the claim (contract, tort including negligence, statute or otherwise).

The limits in this clause do not apply to: your obligation to pay fees; either party's breach of confidentiality (clause 10); your indemnity (clause 15); a party's infringement of the other's intellectual property; or liability for fraud, or death or personal injury caused by negligence, to the extent it cannot be limited at law.

15. Indemnity

You will indemnify Flyweel against loss, damage, liability and reasonable costs (including legal costs) arising from a third-party claim to the extent caused by: your breach of the Agreement (including the Acceptable Use Policy); your Customer Data or your use of the Service infringing or misusing a third party's rights; your breach of a Connected Platform's terms; or your unlawful use of the Service. We will notify you of the claim, let you control its defence (provided any settlement releasing you does not impose obligations on us without our consent), and reasonably cooperate at your cost.

16. Suspension and termination

By you. You may cancel your subscription at any time, effective at the end of the current billing period. Fees already paid are non-refundable except as required by law.

By us. We may suspend or terminate your access if: you materially breach the Agreement and do not remedy it within 14 days of notice (or immediately, where the breach is incapable of remedy or poses a security, legal or financial-risk issue); you fail to pay fees when due; or we are required to do so by law. We will give notice where practicable.

Effect. On termination, your right to use the Service ends. For 30 days after termination you may request an export of your Customer Data; after that we may delete or de-identify it in accordance with our Privacy Policy, except where we must retain it by law. Clauses that by their nature should survive (including 6, 7 (for accrued amounts), 10, 13, 14, 15, 17 and 18) survive termination.

17. Financial features not offered under these Terms

Some features Flyweel may describe or develop — including any "Performance Capital" (ad-spend funding), "Yield" (returns on balances), and "Cards & Wallets" (payment cards or wallets) — are not offered or available under these Terms. If and when Flyweel makes any such feature available, it will be governed by separate terms and any required disclosures, and may only be available to eligible customers.

Nothing in the Agreement or on the Service constitutes, or should be relied on as, an offer of credit, a financial product, a financial service, or financial, investment or credit advice. Flyweel does not provide credit or financial services under these Terms.

18. Changes to these Terms

We may update these Terms from time to time. For changes that are material and adverse to you, we will give at least 30 days' notice (for example by email or in-app) before they take effect, and you may terminate before they take effect if you do not accept them. For other changes, we will post the updated Terms and change the "Last updated" date. Your continued use of the Service after changes take effect is acceptance of the updated Terms.

19. General

• Governing law and jurisdiction. The Agreement is governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Queensland and the courts of the Commonwealth of Australia.
• Disputes. Before commencing proceedings (other than for urgent interlocutory relief), a party must notify the other of the dispute and the parties will attempt in good faith to resolve it for 20 business days.
• Assignment. You may not assign the Agreement without our written consent. We may assign or novate the Agreement to a related body corporate or in connection with a merger, acquisition, reorganisation or sale of assets.
• Order of precedence. If there is a conflict, the order of precedence is: (1) the Order Form; (2) these Terms; (3) the other policies forming part of the Agreement.
• Entire agreement. The Agreement is the entire agreement between the parties about the Service and supersedes prior discussions and representations, except for liability for fraud or for statements that cannot be excluded at law.
• Severability. If a provision is unenforceable, it is read down or severed to the minimum extent necessary, and the rest remains in force.
• Waiver. A failure or delay in exercising a right is not a waiver of it.
• Force majeure. Neither party is liable for delay or failure (other than payment obligations) caused by events beyond its reasonable control.
• Notices. Notices to Flyweel may be sent to team@flyweel.co. We may give notices to you by email or in-app.
• Relationship. The parties are independent contractors. Nothing creates a partnership, agency or employment relationship.

20. Contact

Flyweel.co Pty Ltd (ACN 685 487 754, ABN 59 685 487 754)
Queensland, Australia
Email: team@flyweel.co