Vyro Terms of Service

These Terms of Service (Terms) govern your access to and use of the websites, dashboards, tools, embeddable widgets, APIs and related services (together, the Services) provided by Vyro Pty Ltd (Vyro, we, us or our). By creating an account, clicking to accept these Terms, or accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you must not use the Services.

The Services are provided for business use by motor vehicle dealers and related businesses. They are not intended for personal, domestic or household use.

1. Definitions

• Account means the account you register to access the Services, and any showroom or workspace provisioned for you.
• Customer or you means the business that registers for the Services and, where you register on behalf of a business, that business.
• Inventory Data means vehicle listing information (such as make, model, price, specifications, availability and images) published on, or supplied by you in connection with, your Nominated Website or other sources you connect.
• Nominated Website means a website you identify to us and authorise us to read Inventory Data from.
• Your Content means all data, text, images, configuration and other materials you (or your end users) submit to, or that we ingest at your direction into, the Services, including Inventory Data.
• ACL means the Australian Consumer Law set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth).

2. Eligibility and authority

You must be at least 18 years old and have the legal capacity to enter into a binding contract. If you use the Services on behalf of a business, you represent and warrant that you are authorised to bind that business to these Terms, and references to “you” include that business. You are responsible for all activity that occurs under your Account.

3. Your account

• You must provide accurate and complete information when registering and keep it up to date.
• The first user of a new showroom is provisioned as the account owner. You are responsible for managing access for your users and for keeping your credentials (and any sign-in links) secure and confidential.
• You must notify us promptly at support@vyro.co of any unauthorised use of your Account or any other security breach.

4. The Services and the free plan

We may offer certain Services on a free plan, including an AI-powered chat assistant, an on-road costs calculator, and tools to ingest and display your Inventory Data. Free plans are subject to usage limits and fair-use caps (for example, on the number of captured leads, conversations, or on-road cost calculations per month) which we may publish and adjust from time to time. We may add, change, suspend or discontinue features, and impose or vary limits, at any time. Some features may be offered on a beta or trial basis and may be modified or withdrawn.

We will use reasonable efforts to make the Services available, but we do not warrant that the Services will be uninterrupted or error-free. The Services are provided on an “as available” basis, subject to clause 11 (Australian Consumer Law).

5. Acceptable use

You must not, and must not permit any person to:

• use the Services in breach of any law or third-party right;
• upload or transmit unlawful, misleading, deceptive, infringing or harmful content, or content that is false or misleading as to price or availability of a vehicle;
• interfere with or disrupt the Services, attempt to gain unauthorised access, or circumvent usage limits, metering or security controls (including by scripting the interface to defeat a cap);
• resell, sublicense or provide the Services to third parties except as expressly permitted; or
• use the Services to build a competing product.

6. Inventory Data — your authorisation, warranties and indemnity

To power your tools, you may authorise us to read Inventory Data from your Nominated Website (for example, so your chat assistant can answer questions about your live stock). Where you give that authorisation, you represent, warrant and agree that:

• you own or control the Nominated Website and the Inventory Data on it, or are otherwise authorised to make it available to us;
• you have all rights and authority necessary to authorise us to access, read, copy and process that Inventory Data (including any images) for the purpose of providing the Services to you;
• nothing in your agreements with your website provider, hosting platform, franchisor or original equipment manufacturer, or any other third party, prohibits you from granting that authorisation; and
• the Inventory Data is accurate and that you are responsible for its content.

You grant us a non-exclusive, revocable licence to access and process the Inventory Data for the purpose of providing the Services to you. We will access Inventory Data in a manner that is rate-limited, that respects reasonable technical access controls (such as robots directives), and that is limited to vehicle listing information — we do not seek to collect personal information through this process. Inventory Data ingested from your Nominated Website is used only to power your own surfaces (such as your chat assistant and tools) and is not published to any Vyro marketplace or third-party rail unless you separately provide it through an approved channel.

Your authorisation is our basis for acting. A legitimate objection from a third party (for example, a website platform or an original equipment manufacturer) is our signal to stop: we may suspend or cease accessing a source, or restrict listings by brand, condition or surface, promptly on notice, and you authorise us to do so. You may pause or revoke your authorisation at any time from your dashboard or by contacting us.

You indemnify us against any loss, liability, cost or expense (including reasonable legal costs) we suffer or incur arising out of or in connection with a third-party claim that our access to, or processing of, Inventory Data from your Nominated Website at your authorisation infringes that third party’s rights or breaches your agreements with them, except to the extent the loss is caused by our breach of these Terms, negligence or wilful misconduct.

7. On-road costs and other calculators — estimates only

Any pricing, on-road costs, stamp duty, registration, compulsory third party insurance, luxury car tax, finance or drive-away figures produced by the Services are indicative estimates only, generated from government rate tables and inputs available to us at the time. They are provided to assist you and do not constitute financial, taxation, credit or legal advice, a quote, or an offer. Rates and rules change, and errors can occur. You are responsible for verifying all figures before relying on or communicating them to a customer, and for complying with your obligations under applicable laws (including the ACL and any motor dealing and drive-away pricing requirements in your jurisdiction).

8. Fees, taxes and GST

Free plan features are provided at no charge. Paid plans, if you elect to purchase them, are payable in accordance with the pricing and billing terms presented to you at the time of purchase. Unless stated otherwise, fees are stated in Australian dollars and are exclusive of GST. Where GST is payable on a supply we make to you under these Terms, you must pay us an additional amount equal to the GST, and we will provide a valid tax invoice. Terms used in this clause have the meanings given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

9. Intellectual property

As between you and us, we (and our licensors) own all intellectual property rights in the Services, including all software, models, designs, and documentation. We grant you a non-exclusive, non-transferable, revocable licence to use the Services during your subscription for your internal business purposes, subject to these Terms. You retain all intellectual property rights in Your Content. You grant us a licence to host, copy, process, transmit and display Your Content to the extent necessary to provide the Services.

10. Your Content, data and privacy

You are responsible for Your Content and for having the rights and consents necessary for us to process it. We handle personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles, as described in our Privacy Policy, which forms part of these Terms. Your leads and data remain yours and are exportable by you. We store data in the region associated with your Account (for example, the APAC region for Australian accounts).

11. Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy you have under the ACL or any other law that cannot lawfully be excluded, restricted or modified (Non-excludable Rights). If the ACL applies to our supply of Services to you and the Services are of a kind ordinarily acquired for personal, domestic or household use or consumption, your rights under the consumer guarantees are not limited by these Terms.

To the extent our liability under a Non-excludable Right may lawfully be limited, and where permitted by section 64A of the ACL, our liability for a failure to comply with a consumer guarantee (other than certain guarantees which cannot be limited) is limited, at our option, to: (a) re-supplying the relevant Services; or (b) paying the cost of having the relevant Services re-supplied.

12. Disclaimers

Subject to clause 11, and to the maximum extent permitted by law, the Services are provided “as is” and “as available”, and we exclude all representations, warranties and guarantees (whether express or implied) that are not expressly set out in these Terms, including any implied warranties of merchantability, fitness for a particular purpose, accuracy or non-infringement.

13. Limitation of liability

Subject to clause 11, and to the maximum extent permitted by law:

• neither party is liable to the other for any indirect, incidental, special or consequential loss, or for any loss of profits, revenue, goodwill, business opportunity or data, however arising; and
• our total aggregate liability to you arising out of or in connection with these Terms and the Services (whether in contract, tort including negligence, statute or otherwise) is limited to the greater of (a) the fees you paid us for the Services in the 12 months before the event giving rise to the liability, and (b) AUD $100.

Nothing in this clause limits liability that cannot be limited at law, including liability for a Non-excludable Right, fraud, or death or personal injury caused by a party’s negligence.

14. Indemnity

In addition to clause 6, you indemnify us against loss, liability, cost and expense we suffer or incur arising out of or in connection with your breach of these Terms, your misuse of the Services, Your Content, or your breach of any law or third-party right, except to the extent caused by our breach, negligence or wilful misconduct.

15. Suspension and termination

You may stop using the Services and close your Account at any time. We may suspend or terminate your access (in whole or part) immediately if you materially breach these Terms, if required to respond to a legitimate third-party notice (see clause 6), to protect the Services or other users, or as otherwise permitted by law. On termination, your right to use the Services ends. For a reasonable period after termination you may export Your Content; after that we may delete it in accordance with our retention practices and legal obligations. Clauses which by their nature should survive termination (including clauses 6, 9, 11–14, 16 and 18) survive.

16. Confidentiality

Each party must keep confidential the other party’s non-public information disclosed in connection with the Services and use it only to exercise its rights and perform its obligations under these Terms, except where disclosure is required by law.

17. Changes to these Terms and the Services

We may update these Terms from time to time. We will post the updated Terms on this page and update the effective date, and where changes are material we will take reasonable steps to notify you. Your continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

18. Governing law and jurisdiction

These Terms are governed by the laws of New South Wales, Australia. You and we submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts competent to hear appeals from them. Before commencing proceedings (other than for urgent injunctive relief), the parties will use reasonable efforts to resolve any dispute in good faith.

19. General

• Entire agreement: these Terms (with the Privacy Policy and any plan-specific terms) are the entire agreement between the parties about the Services.
• Severability: if any provision is unenforceable, it is severed and the rest continues in force.
• Waiver: a failure to enforce a provision is not a waiver of it.
• Assignment: you may not assign these Terms without our consent; we may assign them in connection with a reorganisation, merger or sale of assets.
• Relationship: the parties are independent contractors; nothing creates a partnership, agency or employment relationship.
• Force majeure: neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control.

20. Contact us

Questions about these Terms? Contact us at support@vyro.co.