Legal

Terms and Conditions

Last updated 19 March 2026

PART A

TERMS OF SERVICE

Please read these Terms of Service (“Terms”) carefully before using the Ask Charlie application. These Terms constitute a legally binding agreement between you and Have Patience Pty Ltd (“We”, “us”, or “our”). By creating an account, connecting your Xero data, or otherwise using the App, you agree to be bound by these Terms.

1. Definitions

In these Terms, the following definitions apply:

  • “App” means the Ask Charlie AI-powered business advisory application, including all associated software, features, and services provided by us.
  • “User” or “you” means any individual who accesses or uses the App, being a business owner or director of a registered business.
  • “Xero Connector” means the integration between the App and Xero accounting software that enables the transfer of your business data to the App.
  • “AI Engine” means the Google Gemini artificial intelligence model and associated infrastructure used by the App to generate business insights and advisory outputs.
  • “Your Data” means all business data, financial records, and related information transmitted to or processed by the App via the Xero Connector or otherwise.
  • “Subscription” means your paid access to the App for the term set out in your order or account.

2. Eligibility

To use the App, you must meet all of the following requirements:

  • You must be at least 18 years of age.
  • You must be a current owner or director of a registered business.
  • You must have a valid Xero account associated with that business.
  • You must have the legal authority to connect your business’s Xero account to the App and to consent to the processing of Your Data on behalf of that business.

By using the App, you represent and warrant that you meet all of the above eligibility requirements. If you do not meet these requirements, you must not use the App.

3. Account Creation and Registration

  1. To access the App, you will need to create an account by providing accurate and complete information as prompted during registration, including connecting your Xero account via the Xero Connector.
  2. You are responsible for maintaining the confidentiality and security of your account credentials and for all activity that occurs under your account.
  3. You must notify us immediately of any unauthorised use of your account or any other breach of security.
  4. We reserve the right to refuse registration or to terminate an account at our sole discretion, including where we believe the information provided is inaccurate, incomplete, or in breach of these Terms.

4. Xero Connector

  1. The App connects to your Xero accounting software via the Xero Connector to retrieve live business data necessary for the App to generate advisory insights and recommendations.
  2. By connecting your Xero account, you authorise us to access and retrieve the categories of data required by the App for the purposes described in these Terms and in our Privacy Policy.
  3. All data transmitted between Xero and the App is transferred using encrypted connections (TLS 1.2 or higher) to protect the security and confidentiality of Your Data in transit.
  4. You may disconnect your Xero account at any time through your App account settings. Upon disconnection, we will cease retrieving new data, and Your Data will be deleted in accordance with our data retention policy as set out in Part B of this document.
  5. We are not responsible for any disruptions, errors, or issues arising from Xero’s platform, including but not limited to outages or changes made by Xero to its services or API.

5. AI Engine and Google Gemini

  1. The App utilises Google Gemini and Anthropic’s Claude as its AI engine to analyse Your Data and generate business advisory outputs, insights, and recommendations.
  2. Your Data is not used to train the AI model. The AI engine processes Your Data solely to generate responses and outputs in response to your use of the App.
  3. All communications between the App and the AI engine are transmitted over encrypted connections.
  4. Google Gemini is a third-party service operated by Google LLC. By using the App, you acknowledge that Your Data will be processed by Google’s infrastructure in accordance with Google’s applicable terms and privacy policies. A link to Google’s privacy policy is provided in Part B of this document.
  5. Anthropic’s Claude is a third-party service operated by Anthropic LLC. By using the App, you acknowledge that Your Data will be processed by Anthropic’s infrastructure in accordance with Anthropic’s applicable terms and privacy policies. A link to Anthropic’s privacy policy is provided in Part B of this document.
  6. We make no representations or warranties regarding the accuracy, completeness, or reliability of outputs generated by the AI engine. Advisory outputs should be considered indicative guidance only and do not constitute professional financial, tax, or legal advice.

6. Use of Your Data

  1. We will use Your Data primarily to service your requests within the App, including generating advisory insights, recommendations, and business analysis based on your Xero data.
  2. In addition to servicing your requests, we may use Your Data (in anonymised and aggregated form) to improve and enhance our services, including comparing aggregated data against industry benchmarks and trends. Where critical mass thresholds are reached in our aggregated datasets, we may use this data to surface industry-level insights within the App. Best endeavours will be made to ensure that all aggregated and benchmarked data is fully anonymised so that no individual business’s data is identifiable.
  3. Your Data will not be used to train any AI model.
  4. We will not sell Your Data to third parties.

7. Subscription and Payment

  1. Access to the App may be provided on a subscription basis. Subscription fees, billing cycles, and pricing are as displayed on the App or Xero Marketplace listing at the time of your signup.
  2. All fees are non-refundable, except as expressly set out in clause 8 (Cancellation) below.
  3. We reserve the right to change subscription pricing at any time. We will provide reasonable notice of any price changes prior to they take effect. Your continued use of the App following a price change constitutes acceptance of the revised pricing.
  4. All fees are exclusive of GST and any other taxes applicable under Australian law, which will be charged in addition where required.

8. Cancellation and Refunds

  1. You may cancel your Subscription at any time through your account settings. Cancellation will take effect at the end of your current billing period.
  2. Upon cancellation or termination of your Subscription, your access to the App will cease, and Your Data will be deleted within 180 days in accordance with our data retention policy.
  3. Where you cancel before the completion of a 12-month subscription term, a refund will be provided for the value of fees paid for the unused portion of the subscription. Where you have completed 12 months or more of your subscription, no refund will be payable upon cancellation.

9. Intellectual Property

  1. The App, including its software, design, branding, and all associated intellectual property, is owned by or licensed to Have Patience Pty Ltd. Nothing in these Terms grants you any ownership interest in the App or its intellectual property.
  2. You retain ownership of Your Data at all times. By using the App, you grant us a non-exclusive, worldwide, royalty-free licence to access, use, and process Your Data solely for the purposes set out in these Terms.
  3. Any advisory outputs, insights, or recommendations generated by the App in response to your use are provided to you on an “as-is” basis. We do not claim ownership of those outputs.

10. Disclaimers

  1. The App is provided on an “as-is” and “as-available” basis. To the fullest extent permitted by law, we make no warranties of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
  2. The advisory outputs generated by the App do not constitute professional financial, tax, accounting, or legal advice. You should always consult a qualified professional before making business decisions based on the App’s outputs.
  3. We do not warrant that the App will be uninterrupted, error-free, or free of viruses or other harmful components.

11. Limitation of Liability

  1. To the fullest extent permitted by Australian law, our total liability to you under or in connection with these Terms shall not exceed the total fees paid by you to us in the 12 months immediately preceding the event giving rise to the claim.
  2. In no event shall either party be liable for any indirect, special, consequential, or punitive damages, including but not limited to loss of profits, loss of business, or loss of data, even if advised of the possibility of such damages.
  3. Nothing in these Terms limits liability for death, personal injury, or damage to property caused by our negligence, or for any liability that cannot be excluded or limited under Australian consumer law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Have Patience Pty Ltd, its directors, officers, employees, and agents from and against any claims, damages, losses, costs (including reasonable legal fees), or expenses arising out of or relating to your use of the App, your breach of these Terms, or any claim by a third party arising from your use of the App.

13. Termination

  1. We may terminate or suspend your access to the App at any time, with or without cause, and with or without notice, to the extent permitted by law.
  2. You may terminate your use of the App at any time by cancelling your Subscription and deleting your account.
  3. Upon termination for any reason, your right to use the App will immediately cease, and Your Data will be deleted within 180 days.

14. Governing Law and Dispute Resolution

  1. These Terms shall be governed by and construed in accordance with the laws of the State of Queensland, Australia, without regard to its conflict of law principles.
  2. Any disputes arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the courts of the State of Queensland, Australia.

15. Changes to These Terms

We reserve the right to modify or replace these Terms at any time. We will notify you of material changes by updating the “Last Updated” date at the top of this document and, where practicable, by sending notification through the App or via email. Your continued use of the App after the effective date of any changes constitutes your acceptance of the revised Terms.

16. Miscellaneous

  1. Entire Agreement. These Terms, together with our Privacy Policy, constitute the entire agreement between you and us regarding the App and supersede all prior understandings or agreements.
  2. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
  3. Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision.
  4. If you have questions about these Terms, please contact us at: support@askcharlie.app