Terms & Conditions

These Terms and Conditions ("Terms") govern (a) your use of the website at flywei.co.uk and any subdomain ("Website") and (b) the supply of products, software, and services by FlyWei Professional Ltd (trading as "FlyWei Robotics", "we", "us", "our") to you ("you", "Customer", "Buyer").

By browsing the Website, requesting a quotation, placing an order, or accepting a proposal from us, you confirm that you have read, understood and agreed to be bound by these Terms.

These Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, including any purchase order, conditions of purchase, or counter-offer issued by you. No variation of these Terms binds us unless agreed in writing and signed by an authorised representative of FlyWei Robotics.

If you do not accept these Terms, please do not use the Website or place orders with us.

"Contract" means any agreement formed between you and us under clause 4 below.

"Goods" means autonomous forklifts, autonomous mobile robots, lifting robots, accessories, spares and any other tangible goods we supply.

"Software" means our M4 fleet management system, RDS dispatch system, Meta visualisation, firmware, applications, scripts and updates.

"Services" means installation, commissioning, integration, training, maintenance, remote monitoring, consultancy, and any other services we provide.

"Order" means a purchase order, signed proposal acceptance, or other written request from you for Goods, Software and/or Services.

"Quotation" means our written quotation describing scope, deliverables and price.

"Business Day" means Monday to Friday excluding public holidays in England.

"Consumer" has the meaning given by section 2 of the Consumer Rights Act 2015.

FlyWei Professional Ltd, trading as "FlyWei Robotics".

Registered in England and Wales · Company No. 16178044 · VAT No. 506837185.

Registered office: 274A Durnsford Road, Wimbledon Park, London SW19 8DT, United Kingdom.

Email: sales@flywei.co.uk · Telephone: 020 3576 6910.

Quotations — A Quotation issued by us is an invitation to treat, not an offer. It is valid for 30 days from issue unless stated otherwise, and is subject to availability of Goods, exchange-rate stability for non-GBP components, and confirmation of technical scope.

Orders — Each Order you place is an offer by you to purchase Goods, Software or Services from us on these Terms.

Acceptance — A Contract is formed only when we issue a written order acknowledgement, sales contract, or commencement of supply, whichever is earlier. We may decline an Order at our sole discretion, including if Goods are unavailable, if technical due-diligence is incomplete, if a credit check is unsatisfactory, or if there has been an obvious pricing or specification error in the Quotation or Website.

No reliance — You acknowledge you have not relied on any statement, promise or representation that is not set out in the Quotation, the Order acknowledgement, or these Terms. Any statement of compatibility, throughput, payback period or compatibility with your environment is given in good faith but is not a warranty unless expressly contracted.

Product descriptions, dimensions, weights, payload ratings, throughput figures, deployment timelines and other specifications on the Website or in marketing materials are provided for general guidance only. They are not part of the Contract unless expressly incorporated.

We reserve the right to amend the specification of any Goods, Software or Services if required by applicable statute, safety regulation, or supplier change, or to make other non-material improvements which do not adversely affect performance.

Photographs and renders are illustrative only. Robot colour, finish and accessory layout may vary.

Prices are stated in Pounds Sterling (GBP) and are exclusive of UK VAT, customs duties, import taxes, freight insurance and on-site delivery charges unless expressly stated.

VAT will be added at the prevailing rate at the tax point of the relevant invoice.

For multi-currency or international orders, we will confirm the contractual currency in the Order acknowledgement; where exchange-rate movements between Quotation and delivery exceed 5%, we reserve the right to revisit the price by agreement before dispatch.

Quoted prices for Services exclude reasonable travel, accommodation and subsistence costs which we will pre-agree with you for any on-site work.

Default terms — Payment is due in full, in cleared funds, in advance of dispatch unless we have agreed credit terms with you in writing.

Credit terms — If we agree credit, our standard terms are 30 days from invoice date for approved Customers, subject to credit reference checks and an executed credit application.

Method — Bank transfer to the account stated on the invoice. We may, at our discretion, accept major credit/debit cards (subject to a surcharge for non-UK cards) or approved finance providers.

Set-off — All payments are payable in full without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding required by law).

Disputed invoices — You must notify us in writing within 7 days of invoice date if you dispute any amount, providing detailed reasons; otherwise the invoice is deemed accepted.

If you fail to make any payment due to us by the due date, then, without prejudice to any other right or remedy:

Interest — interest will accrue on the overdue amount at the rate of 8 percentage points above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, accruing daily until paid.

Compensation — we may claim the statutory fixed compensation prescribed by the Late Payment of Commercial Debts Regulations 2002 (currently £40 / £70 / £100 depending on invoice value) and our reasonable costs of recovery.

Suspension & retention — we may suspend further deliveries, services, software updates or remote monitoring until full payment is received.

Acceleration — at our option, all outstanding amounts owed under any Contract become immediately payable.

Delivery — Goods will be delivered to the address you specify in the Order. Delivery dates are estimates only — time is not of the essence in respect of delivery unless we expressly agree otherwise in writing and you accept any associated price uplift.

Risk — Risk of loss or damage to Goods passes to you on the date Goods are unloaded at your nominated delivery address (or, if you collect, at the moment of collection).

Title — Title to Goods does not pass to you until we have received full and cleared payment of all sums owed by you to us under the Contract and any other contract between us. Until title passes you must store the Goods separately, mark them as our property, insure them at their full replacement value, and not pledge or grant any security over them. We may at any time before title passes enter your premises (or those of a third party where the Goods are stored) to repossess them.

Carriage — Where carriage is provided by us, Incoterms apply as stated in the Quotation; otherwise UK delivery is on a delivered-and-unloaded basis.

You must inspect Goods on delivery and within 7 Business Days notify us in writing of any visible damage, shortage, or non-conformity. If you fail to do so the Goods are deemed accepted.

For latent defects discoverable only on use, you must notify us in writing within 7 days of discovery and in any event within the warranty period (clause 12). Continued use of Goods following discovery of a defect may constitute waiver of warranty unless we expressly agree otherwise.

Where Goods are returned to us under warranty, return shipping is at your cost in the first instance and reimbursed by us if the warranty claim is upheld.

For installation, commissioning and integration Services to take place safely and on schedule, you must, at your own cost:

• provide a safe, dry, lit, ventilated working environment compliant with the Health and Safety at Work etc. Act 1974 and applicable regulations;

• ensure the floor surface, charging points, network connectivity (wired and Wi-Fi), and power supply meet the technical requirements communicated to you in the technical pre-installation pack;

• provide reasonable on-site support, including access to relevant operational, IT and HSE personnel during agreed engineering hours;

• carry out and bear responsibility for any building, electrical, structural, network, or WMS/ERP system modifications required at your site;

• ensure all your employees and contractors comply with our reasonable safety instructions while our personnel are on site;

• maintain adequate insurance covering the Goods on your premises (including before title has passed).

If any of the above is not in place when our engineers attend, we may charge our day-rate plus reasonable expenses for wasted time and the costs of re-attendance.

Standard warranty — We warrant that, at the time of delivery, Goods will materially conform to the agreed specification and be free from defects in material and workmanship for a period of 12 months from the date of delivery (or such other period stated in the Quotation).

Software — Software is warranted to perform substantially in accordance with its published documentation for the term of the applicable licence (clause 13). Updates and bug-fix releases are provided in accordance with our standard support policy.

Services — Services are warranted to be performed with reasonable care and skill in accordance with section 49 Consumer Rights Act 2015 (where you are a Consumer) and the equivalent common-law standard for B2B engagements.

Exclusions — The warranty does not cover: fair wear and tear; damage caused by misuse, accident, mishandling or operation outside the published environmental envelope; failure to follow operating, maintenance or charging instructions; combination with hardware, attachments, or software not approved by us; modifications, alterations or repairs carried out by anyone other than us or an authorised service partner; force-majeure events; consumable items (batteries beyond the manufacturer-stated cycle limit, fuses, brushes, tyres); and any deficiency caused by your site environment, network, or third-party software.

Remedy — Where a warranty claim is upheld, our sole obligation is, at our option: to repair the affected Good, to replace it, or to refund the price paid for it. This is your sole remedy under this clause.

Statutory rights — Nothing in this clause affects any statutory rights you may have if you are a Consumer under the Consumer Rights Act 2015.

Software supplied by us is licensed, not sold. We grant you, subject to payment of the applicable licence fees, a non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Software solely for your internal business operations, in accordance with the published documentation.

You must not, and must not permit any third party to: (a) copy the Software except for back-up purposes; (b) reverse engineer, decompile, disassemble or attempt to derive the source code (except to the extent expressly permitted by section 296A Copyright, Designs and Patents Act 1988); (c) modify, translate or create derivative works; (d) sub-license, lease, lend, rent, distribute, or otherwise transfer the Software to any third party; (e) remove or alter any proprietary notices.

The licence terminates automatically if you breach this clause materially or fail to pay any licence fee. On termination, you must cease use, delete all copies, and certify deletion in writing on request.

Open-source components are provided under their applicable licences, which prevail over this clause to the extent of any conflict.

Our IP — All intellectual property rights in the Goods, Software, documentation, designs, the Website (including text, images, graphics, layout, logos, trademarks, code, and data) are owned by or licensed to us. Nothing in these Terms transfers ownership of any such rights to you.

Limited use — You may use the Website for your own internal business or personal use only. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as enabled by the underlying functionality (e.g. saving a quotation we send you), without our prior written consent.

Trademarks — "FlyWei", "FlyWei Robotics", and the bee-roundel logo are unregistered or registered trademarks of FlyWei Professional Ltd or its licensors. Use of these marks without permission is prohibited.

Customer IP indemnity — You will indemnify and hold us harmless against any third-party claim arising from any specification, content, or material you provide to us, including any claim that such material infringes a third party's IP rights.

Our IP indemnity — We will defend you against third-party claims that the Goods or Software (in unmodified form, used as supplied) infringe a UK intellectual property right, and pay damages awarded by a court of competent jurisdiction or agreed in settlement, provided you notify us promptly, give us sole conduct of defence and reasonable assistance. Our liability under this indemnity is subject to the cap in clause 17 and is your sole remedy for IP infringement.

Neither party is liable for any failure or delay in performance caused by events outside its reasonable control, including: acts of God; war or armed conflict; civil disorder; terrorism; pandemic, epidemic or public-health emergency declared by a competent authority; fire, flood or other natural disaster; strike, lock-out or other industrial dispute (other than involving its own workforce); compliance with any binding law, regulation, or order of government; failure of utilities or telecommunications; component shortages, supply-chain disruption, port closures, or shipping-line cancellation; and cyber-attack on either party's systems despite reasonable security measures.

The affected party must notify the other promptly and use reasonable endeavours to mitigate. If the event continues for more than 90 consecutive days, either party may terminate the affected Contract by written notice without further liability (other than payment for Goods, Software or Services already delivered).

Things we will never limit — Nothing in these Terms limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be limited or excluded under applicable law (including any statutory liability owed to a Consumer under the Consumer Rights Act 2015 or Sale of Goods Act 1979).

No indirect losses — Subject to the previous paragraph, we are not liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: (i) loss of profits; (ii) loss of revenue; (iii) loss of contracts or anticipated savings; (iv) loss of business or business opportunity; (v) loss or corruption of data or information; (vi) loss of goodwill; or (vii) any indirect, special, consequential or punitive loss, however arising.

Cap — Subject to the first paragraph, our total aggregate liability arising out of or in connection with each Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no event exceed an amount equal to 100% of the price paid or payable by you to us under that Contract (excluding VAT and after-sales support fees) in the 12 months immediately preceding the event giving rise to the claim, or £500,000, whichever is the lower.

Single cap — A series of related events constitutes a single claim for the purpose of the cap.

Time bar — Unless we receive notice of a claim within 12 months of the event giving rise to it, the claim is time-barred and waived.

You will indemnify, keep indemnified and hold harmless FlyWei Professional Ltd, its officers, employees and agents against all losses, costs, claims, damages and expenses (including reasonable legal fees on an indemnity basis) suffered or incurred by us arising out of or in connection with:

• your breach of these Terms or any Contract;

• misuse of Goods, Software or Services by you, your employees, contractors or end-users;

• your failure to comply with applicable laws (including Health and Safety, Bribery Act 2010, anti-modern-slavery, anti-money-laundering and sanctions);

• any third-party claim arising from materials, designs or specifications you provide;

• any claim by your employee or third party relating to your site environment, working practices, or supervision of operations.

Each party will keep the other's confidential information secret and use it only for the purposes of performing the Contract. Confidential information includes commercial terms, technical drawings, source code, customer data, pricing, and any information marked or reasonably understood to be confidential.

This obligation does not apply to information that (a) is or becomes public through no fault of the receiving party, (b) was known prior to disclosure, (c) is independently developed without use of the other's confidential information, or (d) must be disclosed by law or court order (in which case the receiving party will, where lawful, give prompt notice).

These obligations survive termination for 5 years; obligations relating to source code, personal data and trade secrets survive indefinitely.

Each party will comply with its respective obligations under UK GDPR and the Data Protection Act 2018. Our processing of your personal data is described in our Privacy & Cookie Policy at flywei.co.uk/privacy, which forms part of these Terms.

Where we process personal data on your behalf (for example, the operational data flowing through M4 fleet management), we will do so in accordance with a separate Data Processing Agreement compliant with Article 28 UK GDPR. Where we are joint controllers, the parties will agree the corresponding Article 26 arrangement in writing.

Each party will comply with all applicable laws relating to anti-bribery and anti-corruption (including the Bribery Act 2010), modern slavery and human trafficking (including the Modern Slavery Act 2015), and applicable trade sanctions and export controls (including HM Treasury OFSI sanctions).

You confirm that neither you, nor any of your owners, directors, officers, or representatives, is a person designated under any UK, EU, US or UN sanctions list, and that you will not use the Goods, Software or Services in a manner that would cause us to breach sanctions or export controls.

Breach of this clause is a material breach permitting immediate termination by us under clause 22.

You may use the Website only for lawful purposes. You must not: use the Website in any way that breaches any applicable law or regulation; transmit any harmful code or material; attempt to gain unauthorised access to the Website or its underlying servers, databases, or APIs; conduct denial-of-service or scraping activity; reverse-engineer or attempt to derive source code from the Website assets; or interfere with the operation of the Website for other users.

We may, without notice, suspend or terminate your access to the Website if we reasonably believe you are in breach of this clause, and may report breaches to law enforcement.

We do not warrant that the Website will be uninterrupted, error-free, or virus-free. You must protect your own devices and data with appropriate security.

Either party may terminate any Contract immediately by written notice if the other:

• commits a material breach which is irremediable or which (if remediable) is not remedied within 30 days of written notice requiring remedy;

• fails to pay any sum due under the Contract (and not the subject of a bona fide dispute) within 14 days of due date and a payment reminder;

• becomes insolvent, makes any composition with creditors, has a receiver, administrator, or liquidator appointed, ceases or threatens to cease to carry on business, or undergoes any analogous event under any jurisdiction;

• breaches clause 20 (anti-bribery / sanctions) or causes us to breach those laws.

On termination — All sums outstanding become immediately due. Unpaid Goods may be repossessed under clause 9. Software licences terminate; you must cease use and delete copies. Clauses dealing with confidentiality, IP, liability, indemnities, data protection, governing law and any other clause expressly or by implication intended to survive will continue in force.

Most of our customers are businesses. If you are a Consumer (i.e. you are an individual, and you are buying for purposes wholly or mainly outside your trade, business, craft or profession):

Statutory rights — You have rights under the Consumer Rights Act 2015 that Goods are of satisfactory quality, fit for any purpose you have made known, and as described; that Software is of satisfactory quality and as described; and that Services are performed with reasonable care and skill. These rights are in addition to any rights under these Terms and cannot be excluded.

Right to cancel distance contracts — If you bought from us at a distance (online or by phone) you have a 14-day right to cancel under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Custom-built or made-to-measure Goods, items installed and integrated into your premises, and Software whose seal has been broken or which has been digitally activated are exempt from the 14-day right.

ADR / ODR — If we cannot resolve your complaint, you may submit it through the Online Dispute Resolution platform at ec.europa.eu/odr or to a recognised ADR provider on request.

Notices to us must be sent by email to sales@flywei.co.uk (with delivery confirmation requested) or by recorded-delivery post to FlyWei Professional Ltd, 274A Durnsford Road, Wimbledon Park, London SW19 8DT, United Kingdom.

Notices to you will be sent to the email or postal address you have provided to us. A notice sent by email is deemed received on the next Business Day after sending; by post, on the second Business Day after posting.

Entire agreement — These Terms, the Quotation, and the Order acknowledgement (and any signed master agreement that expressly varies them) constitute the entire agreement between the parties and supersede all prior representations, understandings or agreements (other than for fraudulent misrepresentation).

Variation — No variation is effective unless in writing and signed by an authorised representative of each party.

Waiver — A failure or delay in exercising any right is not a waiver of that right; a single or partial exercise does not preclude further exercise.

Assignment — You may not assign, transfer, sub-contract or otherwise deal with any of your rights or obligations under any Contract without our prior written consent. We may assign or sub-contract any of our rights and obligations to any group company or successor to our business.

Severance — If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable; the remainder of the Terms continues in force.

No partnership / agency — Nothing creates a partnership, joint venture, agency or employment relationship between the parties.

Third-party rights — A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term, save where expressly stated.

Counterparts & e-signatures — A Contract may be executed in counterparts (including by email scan or e-signature) and each counterpart is deemed an original.

These Terms, any Contract, and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales.

The parties submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any dispute, except that we retain the right to bring proceedings against you for unpaid sums or recovery of Goods in any court with jurisdiction over you or your assets.