Terms of Service

These Terms of Service (“Terms”) govern your use of services provided by Flywheel Consultancy (“Flywheel,” “we,” “us,” or “our”), including consulting engagements, the managed AI agent infrastructure we operate on your behalf (collectively, the “Services”), and our website at flywheelconsultancy.com. By engaging Flywheel under a Master Services Agreement (MSA), Statement of Work (SOW), or any other written agreement, or by using our website, you agree to these Terms. If a separate signed agreement conflicts with these Terms, the signed agreement controls.

Flywheel designs, deploys, and operates AI agent infrastructure for B2B companies. Specific deliverables, fees, timelines, and integration scopes are set out in the applicable SOW. The services may include connecting to and operating against third-party platforms (for example, QuickBooks Online, HubSpot, Slack, Google) under credentials or OAuth grants you provide.

You are responsible for the credentials, API keys, and OAuth grants you authorize Flywheel to use. You agree to:

• Provide accurate information and maintain the security of any accounts you grant us access to.
• Promptly notify us if you believe a credential has been compromised or should be rotated.
• Disconnect or revoke any integration at any time; Flywheel will stop accessing the underlying data upon disconnect.

You agree not to use the Services to:

• Violate any applicable law, regulation, or third-party terms.
• Infringe intellectual property, privacy, or publicity rights.
• Send unsolicited or unlawful messaging, including spam.
• Attempt to access systems, data, or accounts you are not authorized to access.
• Reverse-engineer, resell, or sublicense the Services without written consent.

The Services include outputs generated by large language models and other automated systems. These outputs can contain errors, omissions, or out-of-date information. You agree to exercise appropriate human judgment before relying on AI outputs for material business, legal, financial, medical, or other consequential decisions. Flywheel does not provide legal, tax, accounting, or financial advice. Reports drawn from your QuickBooks Online or other financial systems are informational only and do not replace your accountant or financial advisor.

The Services interoperate with third-party platforms under your authorization. Your use of those platforms is governed by their own terms. We are not responsible for the availability, accuracy, or behavior of third-party platforms. Disconnecting a third-party platform may degrade or stop the corresponding Service.

Each party agrees to protect the other's confidential information with at least the same degree of care it uses for its own confidential information, and never less than a reasonable degree of care, and to use it only to perform under the engagement.

Flywheel retains ownership of its pre-existing materials, tools, templates, prompts, agent configurations, and the Agent Console software. Client data remains owned by the client. Custom deliverables created specifically for a client under an SOW are owned as set out in that SOW.

Fees are set out in the applicable SOW. Unless the SOW says otherwise, invoices are payable Net 30 from the invoice date. Late payments may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law.

EXCEPT AS EXPRESSLY STATED IN A SIGNED AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FLYWHEEL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT AI OUTPUTS WILL BE ACCURATE OR COMPLETE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FLYWHEEL'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO FLYWHEEL IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT WILL FLYWHEEL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES.

You agree to indemnify and hold harmless Flywheel and its personnel from any third-party claim arising out of (a) your breach of these Terms, (b) your violation of law or third-party rights, or (c) the data you provide or authorize Flywheel to access.

These Terms apply for the duration of any active engagement and continue to govern past use of the Services. Either party may terminate an engagement as set out in the applicable SOW or, where the SOW is silent, on thirty (30) days' written notice. Sections that by their nature should survive termination (including confidentiality, IP, disclaimers, limitation of liability, and indemnification) will survive.

These Terms are governed by the laws of the State of Montana, without regard to its conflict of laws principles. The state and federal courts located in Montana have exclusive jurisdiction over any disputes arising out of or related to these Terms.

We may update these Terms from time to time. When we make material changes, we will revise the “Last updated” date and, where appropriate, provide additional notice to active clients.

Flywheel Consultancy
Attn: Ronald Berry III
[email protected]