Terms of Service, the business agreement

1. Who this agreement is with

This agreement is between Bruno De Angelis Oliveira Melani, a sole trader trading as Gaplessly, ABN 20 158 630 795 ("Gaplessly", "we", "us"), and the business that creates an account ("you"). Gaplessly is not a company: it is the trading name of one person, who is the party you contract with.

These terms do not govern the relationship between you and your own customers. A booking made through your booking page is an arrangement between the two of you; we are not a party to it.

2. Who can use Gaplessly

• Gaplessly is for businesses based in Australia or New Zealand, including sole traders, with an ABN or NZBN, and for businesses based in Canada outside Quebec. It is a business tool, not a consumer product, and you use it for the purposes of your business, under your accurate trading name.
• The person who signs up must be at least 18 and give accurate details. If you sign up for a company, partnership or someone else’s business, you confirm you have authority to bind it.
• Gaplessly keeps booking records and short client notes. It is not built to hold clinical or patient records, so please do not use it as one. For now it is for beauty, hospitality and similar services, not regulated health practice.

3. The documents that make up this agreement

Our agreement is these terms together with the documents below, each published under /legal. Where two of them say different things about the same subject, the more specific document wins on its own subject, in this order: the Data Processing Terms on personal information, the Payments Terms on payments your customers make to you, the Billing Schedule on what you pay us, the Acceptable Use Policy and the AI Terms on their subjects, and then these terms.

• Billing Schedule: plans, free bands, trials, offers, usage rates, GST and price changes.
• Payments Terms: deposits, card holds, no-show fees, tickets and gift cards you take from your customers through Stripe.
• Data Processing Terms: how we handle your customers’ personal information on your behalf, with the Sub-processor list.
• Acceptable Use Policy: what the service may not be used for, including marketing and review rules.
• AI Terms: the in-app assistant, inbox drafts and the AI booking connector.
• Staff Notice: the short notice your invited staff agree to instead of these terms.

The Privacy Policy, the Cookie Policy and the Refund Policy explain how we handle our own data and refunds. They are not contract terms you have to accept, but we stand behind what they say.

4. Accepting these terms

You accept these terms when you create an account, where the sign-up form links to them. When we change them in a way that matters, an admin of your business is asked to accept the new version in the dashboard, and we keep a record of which admin accepted which version and when. Any disagreement is decided under the version that was in force when it arose. Section 18 explains what happens if you do not accept a change.

Staff you invite do not accept these terms: you do, for your business. They agree to the Staff Notice when they join, and you are responsible for how they use the service under your account.

5. What the service is

Gaplessly gives you a dashboard for managing appointments or table reservations, a public booking page your customers can use, and notifications sent on your behalf. Which features you get depends on your plan; the pricing page and the Billing Schedule describe what each includes, and anything marked "coming soon" is not yet built and is not part of what you are paying for.

We keep improving the service, which means features change. We will not remove a core feature of your plan (taking bookings, your booking page, notifications to your customers, or exporting your bookings) without at least 30 days’ notice, and if a change materially reduces what you pay for, section 18 applies.

Your booking page and website carry your branding. On the plans the pricing page lists, they also show a small "Powered by Gaplessly" note; we never show another business, or advertising, in your booking flow.

6. Your account and your team

• You are responsible for what happens under your logins, including the staff accounts you create and the roles you give them. Turning on two-factor authentication is strongly recommended.
• Tell us promptly at support@gaplessly.com if you believe an account has been compromised.
• If you need help, we may look at your account with you to fix a problem. We only access your data to provide or support the service, keep it secure, or meet a legal obligation.
• You are responsible for running your business lawfully: the licences, registrations and insurance it needs (including for alcohol, where you serve it), accurate prices, menus, allergen and service information on your page, honouring the bookings you accept, the consent of anyone photographed for your page, and your own customer terms and privacy notice (we generate a starting point for both).
• API keys and connected apps: keep keys confidential, because anyone holding one can act for your business. You answer for the apps you connect and for data you take out of Gaplessly through them. We may revoke a key that is being misused, and we will tell you why.

7. Your data, and your customers’ data

Everything you put into Gaplessly remains yours. We claim no ownership of it. We hold a limited licence to store, process and transmit it strictly to run the service for you: to render your booking page, send a reminder, produce a report. Beyond that we only count how the service is used and produce statistics that identify no one and no business. We never sell it, never build profiles of people across businesses, and never use sensitive details such as health notes for anything but showing them to you.

For your customers’ personal information we act on your behalf and at your direction, and you decide how it is used. The Data Processing Terms set out what we do with it and what we do not. That carries obligations you cannot delegate to us: you are responsible for having a lawful basis to collect your customers' details, for telling them how you use them, for publishing a privacy notice (we generate one for your booking page that you can replace with your own), and for honouring their requests to see, correct or delete what you hold. We will help where we can, but we cannot discharge these duties for you.

On every plan, while your account is open, you can export your upcoming bookings, with each customer’s name, email and phone number. Exporting past bookings and your full client list, with notes, tags and clients who have no booking, needs an active paid subscription. Closing your account takes your business offline at once and deletes its workspace 30 days later unless you reopen it in that time, so export what you need first.

8. Using the service properly

You agree to follow the Acceptable Use Policy, which covers consent for marketing, honest reviews, the businesses and content the service is not for, and keeping the service secure. In short: only message people who agreed to hear from you, do not fake or buy reviews, do not publish what you have no right to publish, and do not try to reach anyone else’s data.

If you breach it, we will tell you what is wrong and give you a reasonable chance to fix it before we act, unless the breach is serious or urgent: for example it puts people’s data or safety at risk, breaks the law, or harms the service for other businesses. Then we may suspend the affected feature or account straight away and tell you why.

9. Content you publish

Your booking page and website show whatever you put on them: photos, logos, video, menus, descriptions and anything else you add. We do not review, approve or monitor any of it before it goes live, and we have no way of knowing who owns a given image or what licence you hold for it. That responsibility is yours.

When you upload or publish something, you confirm that you own it, or hold every licence and permission needed to use it commercially on your site, including the consent of anyone recognisable in a photo where the law requires it. A photo found through a search engine, copied from another business's website or social media, or downloaded from a site whose licence does not cover commercial use is not yours to publish, however easy it was to find. The section 7 licence covers what we do with it: displaying it publicly on your booking page and website, and making the copies, resizing and format changes a web page needs.

If you believe something on a Gaplessly booking page or website infringes your copyright or other rights, email legal@gaplessly.com with the address of the page, the material concerned, what you own and why its use is not authorised, your contact details, and a statement that the information is accurate and that you are the owner or authorised to act for them. We act on a complete notice promptly, normally by disabling the material and telling the business, which can respond. If the business shows it holds the rights, we can restore it.

We may remove or disable content we reasonably believe infringes someone's rights or breaches this section, without waiting for a court to decide, and we will tell you when we do. A business that repeatedly publishes infringing content may have its account suspended or closed under section 15.

10. Feedback and review requests

If you switch them on, Gaplessly can ask your customers how their visit went and invite them to leave a Google review. You choose whether requests are sent, the wording, and how answers are handled, including the "Only happy guests" setting, which shows the Google link only to customers who answer positively. We send each request on your behalf, at your direction, and keep a record of the settings you chose and the notice you acknowledged when you chose them.

Because you decide how the feature is set up, you are responsible for using it within the law and within Google’s own review policies. The Acceptable Use Policy lists the things to avoid, such as offering anything in return for a review or writing reviews yourself. If you are unsure whether a setting suits your business, the default (every customer sees the Google link) is the simplest choice.

• Google decides what happens to reviews and to your Business Profile, including filtering or removing reviews or restricting a profile. We do not control those decisions and are not responsible for them.
• A fine or penalty a regulator imposes on you for how you configured or used review requests is yours, and we are not liable for it.
• If someone, including a regulator, brings a claim against us because of how you configured or used review requests, you will cover our reasonable costs of dealing with it and any amount we have to pay, to the extent the claim arises from your settings, your messages or your conduct, and not to the extent we caused it (for example, a fault in our software sending something you did not set up). We will tell you about the claim promptly, let you take part in its defence, and not settle it in a way that admits fault on your behalf without your agreement.

11. What you pay

Plans, free bands, booking limits, trials, add-ons, usage rates and offers are set out in the Billing Schedule, which also explains how and when we may change a price. In short: paid plans renew automatically until you cancel, and you can cancel at any time from the dashboard. Solo and Venue Starter charge the card you add only for a month past their free bookings. A change of plan is charged or credited straight away. A plan with a booking limit can pause new online bookings past it, only after warning you, and never your existing bookings. We give at least 30 days’ notice by email before a price change applies to you, unless an offer you accepted says otherwise. The Refund Policy explains when we refund.

12. Payments you take from your customers

If you take deposits, card holds, no-show fees, ticket or gift card payments, your customers pay you through your own Stripe account, connected to ours, and the Payments Terms apply. You are the seller in those transactions; we provide the software.

13. AI features

The in-app assistant, inbox drafts and the AI booking connector are covered by the AI Terms. Their answers can be wrong, so check anything that matters before you rely on it or send it to a customer.

14. Availability

We work to keep the service running continuously, but we do not currently offer a contractual uptime guarantee or service credits. We will give advance notice of planned maintenance where we reasonably can. Some parts of the service depend on providers we do not control (payments, email and SMS delivery in particular), and an outage at one of them can affect us.

We send emails and text messages promptly, but once they leave us, delivery depends on email providers, phone carriers and your customers’ own settings, so we cannot guarantee every message arrives. We are not responsible for what Stripe, Google, Meta, phone carriers or AI model providers do, or for the services you provide to your customers. None of this excuses a failure of our own, such as a security failure on our side.

15. Suspension and ending the agreement

• You may cancel your subscription or close your account at any time from the dashboard, with no exit fee. Cancelling keeps your plan working to the end of the period you paid for. Closing your account ends any paid plan at once, with no refund of the time left, takes your booking page offline, cancels your upcoming bookings and tells their guests, and deletes your workspace 30 days later unless you reopen it before then, so export your data first. Reopening does not restore a plan. If you have paid ahead, cancel, and close the account once that time has run out.
• Closing your account does not tell your customers about their upcoming bookings, and their confirmation links stop working. Before you close, let them know, decide whether you will honour or cancel each booking, and refund any deposits you hold for bookings you will not honour. Those bookings remain your responsibility.
• We may end this agreement for any reason on 30 days’ notice, and refund any amount you prepaid for the time after it ends.
• We may suspend or end it sooner if you seriously breach it and do not fix the breach within 14 days of us telling you, or straight away where section 8 allows. We suspend only what the problem needs (for example marketing sends, or payments) rather than the whole account where we can, tell you why, and tell you how to reply. If we suspend something by mistake, we credit you the time it was off. If a payment fails, the Billing Schedule explains what stops and how to turn it back on. A pause of online booking at a plan’s booking limit is not a suspension: the Billing Schedule explains when it can happen and what lifts it.
• If we discontinue the service entirely, we will give at least 90 days’ notice, keep it running during that time so you can export your data and move, and refund any unused portion of what you have paid, including unused months of a yearly plan.

16. Liability

The service is provided as described in these terms. To the extent the law allows, we exclude other implied warranties.

Each of us limits our total liability to the other for all claims under this agreement to the greater of what you paid us in the 12 months before the claim arose and A$1000. Neither of us is liable to the other for lost profits, lost revenue or lost bookings, or for indirect loss. These limits do not apply to fees you owe us, to fraud or wilful misconduct, or to anything the law does not allow to be limited.

Nothing in these terms excludes anything that cannot lawfully be excluded. In particular, our services may come with guarantees under the Australian Consumer Law, and where they do and the law allows, our liability for a failure is limited to supplying the service again or paying the cost of having it supplied again. Section 20 covers New Zealand and Canada.

17. Claims about content and the service

If someone makes a claim against us because of content you published, or because you sent marketing or messages in breach of the Acceptable Use Policy, you will cover the reasonable costs we incur in dealing with it, and any amount we have to pay them under a court order or a settlement you have agreed to. This applies only to the extent the claim arises from your content or your breach, and not to the extent we caused it, for example by changing your content ourselves.

If someone makes a claim against you that the Gaplessly software itself (not your content or settings) infringes their intellectual property, we will cover your reasonable costs of dealing with it and any amount you have to pay under a court order or a settlement we have agreed to.

Whoever is asked to cover a claim under this section, or under section 10, is told about it promptly, may take part in or lead its defence, and is not bound by a settlement that admits fault on their behalf without their agreement.

18. Changes to these terms

We may change these terms, or the documents in section 3, to reflect a change in the law, in our providers’ terms, in security needs or in the service. A change that is not to your disadvantage, such as clearer wording or a new feature, takes effect when we publish it.

For any other change we will email account holders at least 30 days before it takes effect and ask an admin to accept it in the dashboard. If you do not want it, you can end the agreement before it takes effect and we will refund any amount you prepaid for the time after that. If you keep using the service after the effective date without ending it, the new version applies from then.

19. Transfer, and a few standard terms

• Transfer to a company. Gaplessly may later be run by a company. We may transfer this agreement to a company we control, or to a buyer of the Gaplessly business, by giving you 30 days’ notice by email, as long as the new party takes on all of our obligations to you on the same terms. You agree to that transfer now, so you do not need to sign anything again. If you object to the new party, you can end the agreement before the transfer and we will refund any amount you prepaid for the time after that.
• Transfer by you. You may transfer your account and this agreement to someone who buys or takes over your business, by telling us in writing. Any other transfer needs our agreement, which we will not unreasonably refuse.
• Entire agreement. The documents in section 3 are the whole agreement between us about the service. Anything said in a sales call, an email or a demo that is not reflected in them is not part of the contract, unless we put it in writing and both agree to it.
• Severability. If a court finds one part of this agreement unenforceable, the rest stays in effect. We will treat the unenforceable part as narrowed just enough to be valid, rather than deleted outright, wherever that is possible.
• No waiver. If either of us does not act on a breach straight away, that is not giving up the right to act on it, or a similar one, later.
• Force majeure. Neither of us is liable for a delay or failure caused by something genuinely outside our reasonable control, such as a natural disaster, a war, or a widespread failure of the internet or a utility we depend on. This does not excuse a payment you owe; it only excuses the timing of an act it actually prevented.
• Notices. We will send any notice this agreement requires to the email address on your account. Send yours to legal@gaplessly.com.

20. If your business is in New Zealand or Canada

These extra terms apply to a business based in New Zealand, and win over anything else in this agreement that says otherwise:

• You acquire the service in trade, for the purposes of a business. To the extent the law allows, the Consumer Guarantees Act 1993 does not apply, and we both agree it is fair and reasonable that sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply as between us. Rights under those Acts that cannot be excluded are not affected.
• Your customers’ personal information is handled under the Privacy Act 2020 (New Zealand). We hold it as your agent, only to provide the service to you, as the Data Processing Terms describe.
• Prices are in Australian dollars. Australian GST does not apply to a business that is not in Australia; if an invoice to you shows it, tell us and we will refund it.

These extra terms apply to a business based in Canada, and win over anything else in this agreement that says otherwise:

• You acquire the service for the purposes of a business, not as a consumer, so provincial consumer protection laws for individuals do not apply between us to the extent the law allows. Rights that cannot be excluded are not affected.
• Your customers’ personal information is handled under the Personal Information Protection and Electronic Documents Act (PIPEDA) and any provincial privacy law that applies to you, such as Alberta’s Personal Information Protection Act. You remain accountable for it; we process it only on your behalf, to provide the service to you, as the Data Processing Terms describe. It is stored in Australia and some providers process it elsewhere, as the Sub-processor list shows, so your own privacy notice should say it may be processed outside Canada.
• Marketing you send your customers by email or text must follow Canada’s Anti-Spam Legislation (CASL), including consent and a working unsubscribe. Penalties under it fall on you as the sender.
• Prices are in Australian dollars. Australian GST does not apply, and we do not charge Canadian GST/HST or provincial sales tax; any of those taxes due on what you buy from us is yours to account for.
• Gaplessly is available in English only, and is not yet offered to businesses in Quebec.

21. Governing law

This agreement is governed by the laws of New South Wales, Australia, and the courts there have jurisdiction. This does not take away protection you have under laws of your own country that cannot be excluded.

Questions about these terms go to legal@gaplessly.com.