Spindlewise Terms of Service

DRAFT v0.1 for legal review · not yet in force

Placeholders in {braces} must be filled in before publication. This draft has not been reviewed by a lawyer.

1. About these terms

1.1 These terms form a contract between us and the business that signs up for the Service ("you", "Customer"). The person who accepts them confirms they are authorised to bind that business.

1.2 The Service is for business use. You confirm you are acquiring it for the purposes of a business and not for personal, domestic or household use.

1.3 Our Privacy Policy, Acceptable Use Policy and, where you ask for it, our Data Processing Addendum form part of these terms.

2. Definitions

• Customer Data: information you or your Users put into the Service, such as rates, materials, routings, quotes, customer contacts, files and job records.

• User: a person you invite to your workspace. Each User has a role (Owner, Admin, Estimator, Sales or Viewer) that controls what they can see and change.

• Plan: the subscription level you choose (for example Free, Shop or Pro) as described on our pricing page at the time you subscribe.

• Pilot: the founding program period during which we provide the Service free of charge to selected shops.

• Business Day: a day other than a Saturday, Sunday or public holiday in Victoria, Australia.

3. Your account and Users

3.1 You must give accurate sign-up details and keep them up to date.

3.2 You are responsible for the people you invite and the roles you give them. Keep sign-in details private and tell us promptly if you think an account has been compromised.

3.3 Each workspace must always have at least one Owner. If the only Owner leaves your business, contact us and we will help you transfer ownership after checking your authority.

4. Pilot and founding program

4.1 During the Pilot the Service is provided free of charge. Features may change while we develop the Service with founding shops.

4.2 We will give you at least 30 days’ notice by email before paid Plans start. You can then choose a Plan, move to the Free Plan, or stop using the Service. We will not charge you unless you choose a paid Plan.

4.3 Founding pricing (if offered to you in writing) applies as stated in that offer, for example 50% off the list price for the first 12 months and a price lock for 24 months.

5. Plans, fees and payment

5.1 Paid Plans are billed monthly or annually in advance through our payment provider, {Payment provider}, which acts as the seller of record for the subscription. Its checkout terms apply to the payment itself.

5.2 Prices are shown in Australian dollars unless stated otherwise. Taxes such as GST are added at checkout where they apply.

5.3 We may change list prices by giving at least 30 days’ notice. A change applies from your next billing period after the notice period. If you do not accept it, you may cancel before it applies. A written price lock prevails over this clause.

5.4 If a payment fails, we will tell you and give you at least 14 days to fix it before we suspend paid features. Your Customer Data is not deleted because of a failed payment during that time.

6. Cancellation, suspension and termination

6.1 You may cancel at any time in the Service or by email. Cancellation takes effect at the end of the current billing period, and you keep access until then.

6.2 We may suspend access if needed to stop a security threat, a breach of the Acceptable Use Policy or a breach of law. We will limit the suspension to what is reasonably needed and tell you why, unless the law prevents us.

6.3 Either party may end these terms by notice if the other party materially breaches them and does not fix the breach within 30 days of being asked to.

6.4 We may stop providing the Service to all customers by giving at least 60 days’ notice. We will refund any fees you have prepaid for the period after the Service stops.

7. Your data

7.1 You own your Customer Data. You give us a non-exclusive licence to host, copy, process and display it only as needed to provide, secure and support the Service for you.

7.2 We do not sell Customer Data, share it with other shops, use it to match you with buyers, or use it to train third-party AI models.

7.3 You may export or ask for a copy of your Customer Data at any time while you have an account and for 30 days after it ends. After that we delete it from the live system within a further 60 days. Backups are overwritten on their normal cycle, which is no more than 35 days.

7.4 You are responsible for having the right to put Customer Data into the Service, including any personal information about your own customers and staff.

8. Quotes are your decision

8.1 The Service calculates costs and prices from the inputs, rates and templates you provide or approve. Cycle-time templates and calculator values are estimates.

8.2 You decide what to quote and what to send to your customers. Review every quote before you approve or send it. The Service blocks calculation when required inputs are missing, but it cannot know whether the inputs you enter are right.

9. Acceptable use

9.1 You must follow the Acceptable Use Policy. In particular, you must not upload technical data controlled under ITAR, the US Export Administration Regulations (other than items designated EAR99), Australia’s Defence and Strategic Goods List, New Zealand’s Strategic Goods List, or classified information.

10. Confidentiality

10.1 Each party will keep the other’s confidential information confidential and use it only for the purposes of these terms. Customer Data is your confidential information. This does not apply to information that is public through no fault of the receiving party, or that must be disclosed by law (in which case the receiving party will give notice where allowed).

11. Intellectual property

11.1 We own the Service, including its software, design, templates and documentation. These terms give you a right to use the Service while you have an account, not ownership of it.

11.2 If you give us suggestions or feedback, we may use them to improve the Service without obligation to you. We will not identify you publicly without your written permission.

12. Availability and support

12.1 We aim to keep the Service available and to give notice of planned maintenance where practical. During the Pilot there is no service-level commitment.

12.2 Support is by email. We aim to reply in writing within 2 Business Days.

13. Changes to the Service and these terms

13.1 We may improve or change the Service. We will not remove a core feature of your paid Plan during a paid period unless required by law or for security.

13.2 We may update these terms by giving at least 30 days’ notice by email. If a change is materially adverse to you, you may cancel before it takes effect and we will refund any fees prepaid for the period after cancellation.

14. Consumer and fair-trading laws

14.1 Nothing in these terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or term, that cannot lawfully be excluded, including under the Australian Consumer Law ("ACL").

14.2 If the ACL applies and the Service is not of a kind ordinarily acquired for personal, domestic or household use, our liability for failure to comply with a consumer guarantee is limited, to the extent permitted by law, to supplying the services again or paying the cost of having them supplied again.

14.3 If you are in New Zealand and acquire the Service in trade, the parties agree that the Consumer Guarantees Act 1993 does not apply, and that it is fair and reasonable for that to be the case.

14.4 Except as stated in these terms and subject to clause 14.1, the Service is provided without other warranties.

15. Liability

15.1 Subject to clause 14, neither party is liable for indirect or consequential loss, or for loss of profit, revenue or business opportunity, including loss arising from a price you quoted.

15.2 Subject to clause 14, each party’s total liability under or in connection with these terms is limited to the greater of (a) the fees you paid for the Service in the 12 months before the event giving rise to the claim and (b) A$500.

15.3 Clauses 15.1 and 15.2 do not limit liability for fraud, wilful misconduct, a breach of clause 10 (Confidentiality), or your obligation to pay fees.

15.4 A party’s liability is reduced to the extent the other party caused or contributed to the loss.

16. Indemnity

16.1 You will compensate us for third-party claims to the extent they arise from Customer Data that you had no right to upload, or from your breach of clause 9 or of export-control laws.

17. Privacy

17.1 We handle personal information as described in our Privacy Policy. Where we process personal information on your behalf as part of Customer Data, the Data Processing Addendum applies.

18. Transfer to a company

18.1 We may transfer these terms and your account to a company we set up to operate Spindlewise, by giving you at least 30 days’ notice. Your rights under these terms continue. If you do not agree to the transfer, you may cancel before it takes effect and we will refund any prepaid fees for the period after cancellation.

18.2 You may transfer your account to a buyer of your business by telling us in writing.

19. Disputes and governing law

19.1 If a dispute arises, each party will first try to resolve it by talking in good faith for at least 20 Business Days after written notice. This does not stop either party seeking urgent relief from a court.

19.2 These terms are governed by the laws of Victoria, Australia, and the parties submit to the courts of Victoria. This does not remove protections that the law of your place of business gives you and that cannot be excluded.

20. General

20.1 Notices are given by email to the address on your account, or to us at [email protected].

20.2 If part of these terms is unenforceable, the rest continues to apply. Not exercising a right is not a waiver of it.

20.3 These terms, with the documents referred to in clause 1.3 and any written offer signed by both parties, are the entire agreement about the Service.