Terms of Service
The Schedance Beta Terms of Service for the Ontario beta. The effective date is stated at the top of the terms.
Schedance Beta Terms of Service
**Effective date:** 2026-06-12
**Parties:** This agreement (the "**Terms**") is between **17910797 Canada Inc. (operating as Schedance)** — a corporation incorporated under the *Canada Business Corporations Act* with registered office at 4030 Sheppard Avenue East, Toronto, ON M1S 1S6, Canada ("**Schedance**", "**we**", "**us**", "**our**") and the person or entity registering for an account (the "**Provider**", "**you**", "**your**"). If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization.
By clicking "I agree", creating an account, or using the Service, you accept these Terms.
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1. Beta status acknowledgment
1.1 **Beta software.** Schedance is in **beta**. The Service is not feature-complete, has not undergone third-party security audit, and may contain bugs, regressions, undocumented behaviors, and breaking changes. You accept this risk.
1.2 **No service-level agreement.** Schedance does not commit to any uptime, latency, throughput, or availability target during beta. Outages, scheduled maintenance, and unscheduled downtime may occur with little or no notice.
1.3 **Data may be lost.** While we take reasonable measures to back up data, we do not guarantee against data loss during beta. You are responsible for retaining your own off-platform copies of any data you consider critical (booking history, student rosters, financial records, etc.).
1.4 **Beta cohort eligibility.** Beta participation is limited to Providers operating in **Ontario** during the current beta period. Providers in all other provinces and territories — including Alberta, British Columbia, Saskatchewan, Manitoba, and Quebec — are **not eligible** during beta; broader Canadian eligibility is addressed by future region-expansion projects and a future revision of these Terms. Quebec eligibility is additionally addressed in Section 14.7. Schedance may expand the eligible set at any time by revising these Terms.
1.5 **Closure of beta.** Schedance may terminate the beta program at any time. If beta closes without transitioning to a generally-available offering, your access ends; we will provide reasonable notice to enable data export.
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2. The Service
2.1 Schedance provides a cloud-based **scheduling and booking platform** for movement professionals (yoga, dance, Pilates, fitness, and similar practitioners). Features include availability management, booking pages, embeddable widgets, calendar integration, notifications, and optional payment facilitation through third-party processors (initially Stripe Connect).
2.2 Schedance is not:
- a payment processor, - a bank or money services business, - an insurance provider, - a tax preparation service, - a marketplace facilitator for tax-collection purposes (see Section 9).
2.3 Schedance may modify, add, remove, or suspend features. During beta, we reserve broad latitude to do so without prior notice; where reasonably practicable, we will give notice of material removals.
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3. AS IS / AS AVAILABLE; no warranties
3.1 **THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE."**
3.2 To the maximum extent permitted by law, Schedance disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, error-free operation, and fitness for any specific business use.
3.3 Schedance does not warrant that the Service will meet your requirements, integrate with any specific third-party tool, or operate without interruption.
3.4 Some Canadian consumer-protection statutes do not allow certain disclaimers; in those jurisdictions, our liability is limited to the maximum permitted by law.
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4. Limitation of liability
4.1 To the maximum extent permitted by law, **Schedance will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages**, including loss of profits, revenue, data, goodwill, business opportunity, or reputation, arising out of or related to these Terms or the Service, regardless of the legal theory.
4.2 To the maximum extent permitted by law, **Schedance's total aggregate liability** to you for all claims arising out of or related to these Terms or the Service in any twelve (12) month period **will not exceed the greater of (a) CAD $100, or (b) the total subscription fees you paid to Schedance in the three (3) months immediately preceding the event giving rise to the claim**.
4.3 The limitations in this Section 4 apply even if a remedy fails of its essential purpose, and apply to all claims in tort, contract, statute, equity, or otherwise; provided that nothing in this Section 4 limits or excludes Schedance's liability for its own fraud, wilful misconduct, or gross negligence.
4.4 Some Canadian consumer-protection statutes, including Ontario's *Consumer Protection Act, 2002*, do not allow certain limitations of liability; in those jurisdictions, our liability is limited to the maximum permitted by law.
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5. Payments, fees, and refunds
### 5.1 Subscription fees
You agree to pay the subscription fee for your selected tier. Fees are billed in advance on a monthly or annual cycle as displayed at checkout. Fees are payable in CAD unless otherwise stated. Schedance may change subscription pricing with at least thirty (30) days' notice; price changes take effect on your next renewal.
### 5.2 Payment processing through Stripe
Schedance uses Stripe Connect Express to process payments between your students (the "**Customers**") and you. By connecting a Stripe account, you also agree to Stripe's [Connected Account Agreement](https://stripe.com/legal/connect-account) and [Services Agreement](https://stripe.com/legal/ssa). Stripe is a separate processor; Schedance does not hold or transmit cardholder data and does not act as a payment processor. You expressly authorize Schedance to create and manage PaymentIntents, process refunds, and access transaction and balance data on your Stripe connected account, and to share that data with Stripe as necessary to provide the Service.
### 5.3 Provider-net money model
Customer charges are processed against your Stripe connected account using Stripe Connect "direct charges" (per [docs.stripe.com/connect/direct-charges](https://docs.stripe.com/connect/direct-charges)). Funds settle directly to your Stripe balance; Schedance does not hold, custody, or settle any of your sales proceeds at any point in the flow. Stripe deducts its payment-processing fees from your account before settlement, and Schedance's platform fee is routed automatically to Schedance's platform balance via Stripe's `application_fee_amount` mechanism. The Schedance platform fee is set at your tier rate — Hobby 5% + 10¢/booking, Starter 1.75%, Studio 1%, Community 0.5% — applied to paid bookings only (free classes have no platform fee). Hobby has no monthly subscription; the +10¢ flat ensures Schedance recovers fixed cost per booking. Paid tiers (Starter / Studio / Community) charge no per-booking flat — the monthly subscription covers fixed cost. Stripe processing fees are separate and disclosed on the public pricing page.
### 5.4 Refund and chargeback responsibility (provider-net cost allocation)
By accepting these Terms, you acknowledge and agree that:
(a) **You are the seller of record for the underlying class, lesson, or session you offer through Schedance, AND you are the merchant of record on the underlying payment transaction.** Schedance provides scheduling, booking, and payment-routing infrastructure; it does not sell your services and it is not the merchant of record on the PaymentIntent. For Canadian sales-tax purposes you are also the seller of record on your offerings (see Section 5.6 and 9). Stripe Connect "direct charges" with `application_fee_amount` (per [docs.stripe.com/connect/direct-charges](https://docs.stripe.com/connect/direct-charges)) places the underlying PaymentIntent on your connected account so that the bank-statement descriptor reflects your business name and Stripe's card-network and Services Agreement liability runs to you as the connected account, not to Schedance. Your financial responsibility for the categories listed in 5.4(b)–(c) below flows from this status both as a regulatory matter (you are MoR) and as a contractual matter (this Agreement reinforces the allocation).
(b) **You are contractually responsible for refunds, chargebacks, disputes, and reversals** arising from your offerings. When a refund is issued (whether by you, by Schedance acting on a Customer dispute, or by Stripe under its Acceptable Use Policy):
- The refund returns the **full amount paid by the Customer** (no fee deductions to the Customer). - Refunds execute directly against your Stripe connected account — your account is debited for the principal. - Schedance's platform fee is refunded pro-rata for full refunds; for partial refunds, platform-fee adjustments are decided per-call. - If your Stripe connected account does not have sufficient balance to cover the refund, Stripe's negative-balance recovery (per the Stripe Services Agreement) applies, including bank-account debits authorized at Stripe Connect onboarding and the temporary pausing of future payouts.
(c) **Your contractual liability extends to:**
- unrecovered Stripe payment-processing fees, - dispute fees imposed by Stripe or card networks (debited directly from your connected account under direct charges — see [docs.stripe.com/disputes/connect](https://docs.stripe.com/disputes/connect)), - chargeback principal amounts (debited directly from your connected account by Stripe under the direct-charges model, with the same flow described in (b) above for negative-balance recovery).
(d) **Stripe-native recovery is the primary mechanism.** Under direct charges, Stripe automatically debits your connected account for refunds, chargebacks, and dispute fees; Stripe's negative-balance handling (delay-day reserves, payout pauses, bank-account debits authorized at onboarding) is the operational mechanism for deficit recovery. Schedance does not maintain a separate deficit ledger for collection purposes (the dashboard may surface a transparency view of dispute history derived from Stripe webhook events, but this is informational and does not create a separate recovery obligation).
(e) **Operational discretion.** Schedance reserves the right to suspend or terminate your account if your Stripe connected account is in a persistent negative-balance state, if you accumulate excessive disputes or chargebacks, or if Stripe restricts or terminates your connected account. Termination or suspension does not relieve you of liability for amounts owed.
### 5.5 Provider cancellation policy responsibilities (4-point acknowledgment)
You acknowledge and agree:
1. **You set your own cancellation policy** (full refund, custom hour-based, or no refund) and are responsible for communicating it clearly to Customers before they book. 2. **Your policy must comply with applicable consumer-protection law** in the Customer's province. Some provinces (notably Alberta's prepaid-contract regime under its *Consumer Protection Act*) impose a 10-day cooling-off period that overrides "no refund" provider policies for certain transactions. 3. **Customer-initiated chargebacks bypass your policy.** If a Customer disputes a charge with their card issuer, the issuer's decision controls regardless of what your policy says, and you remain liable per Section 5.4. 4. **Class-pack and membership refunds follow drop-in pricing math** (the per-class equivalent rate at retail, not the discounted package rate) when partial usage has occurred. Schedance applies this calculation automatically.
### 5.6 Provider sales-tax responsibility
You are responsible for registering for, collecting, and remitting any sales taxes (GST, HST, PST, QST, RST) applicable to the offerings you sell through Schedance. Schedance does **not** act as a marketplace facilitator for sales-tax purposes. Schedance does not collect, file, or remit sales tax on your behalf for your offerings. Schedance separately collects sales tax on the subscription fees you pay to Schedance.
### 5.7 Currency
Schedance currently supports CAD only during beta. Multi-currency support, where added, will be subject to the currency rules then in effect.
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6. Provider responsibilities
6.1 You are solely responsible for:
- the accuracy of your account and registration information, - the lawfulness, accuracy, and quality of the offerings you sell, - your direct relationship with your Customers, including service delivery, refunds (subject to Section 5), customer support, complaints, and disputes about the underlying offering, - your qualifications, certifications, insurance, and compliance with laws applicable to your business (including but not limited to consumer protection, accessibility, employment, and tax law), - the security of your account credentials and all activity under your account, - maintaining accurate, current, and complete information in your Schedance account, - ensuring your Customers consent to your collection and use of their personal information per applicable privacy law, - where a Customer or class participant is under 16, ensuring that the minor's parent or legal guardian provides the consent required under applicable privacy law, consistent with the Privacy Policy and the DPA, - complying with any applicable accessibility standards in your province (for example, the Accessibility for Ontarians with Disabilities Act).
6.2 You will not use the Service to:
- transmit unlawful, defamatory, infringing, harassing, or harmful content, - send unsolicited commercial communications in violation of CASL or any other applicable anti-spam law, - circumvent geographic, eligibility, or feature-tier restrictions, - run a business listed on Stripe's Restricted Businesses list or otherwise prohibited by Stripe's Acceptable Use Policy, - reverse-engineer, decompile, or attempt to extract source code from the Service, - attempt to interfere with the security or integrity of the Service.
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7. Customer (end-user) data and DPA
7.1 You are the controller (under PIPEDA: the "organization") of personal information relating to your Customers that you collect through the Service. Schedance is your processor (sub-controller for fraud-prevention purposes only — see Section 8).
7.2 The data-processing arrangement between Schedance and you is governed by the Data Processing Agreement at [https://schedance.net/legal/dpa](https://schedance.net/legal/dpa), which is incorporated by reference into these Terms and accepted together with them at signup.
7.3 You are responsible for providing your Customers with a privacy notice describing your processing of their personal information.
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8. Fraud-prevention data and cross-tenant linkage
8.1 To prevent fraud and chargeback abuse across the Schedance network: for successful paid card bookings, Schedance may HMAC Stripe's **payment-method fingerprint** (with a dedicated rotated key reserved for payment fingerprints) and compare it across Provider tenants for the limited purpose of identifying coordinated fraud patterns. IP-address and user-agent signals are HMACed **separately** for audit/security and provider-signup forensics and are not combined with the payment-method fingerprint into a single booking fingerprint.
8.2 The fingerprints do not enable Schedance to re-identify Customers absent a separate database lookup. They are pseudonymized, not anonymized.
8.3 Schedance retains fingerprints for **up to 18 months from last paid transaction** or **until ninety (90) days after Customer account closure**, whichever is shorter, plus any extension required to handle an open chargeback or dispute.
8.4 The basis for this processing under PIPEDA is **meaningful consent** from the Customer, obtained at booking through your Schedance-facilitated checkout flow. Fraud prevention is additionally documented as a purpose a reasonable person would consider appropriate in the circumstances under PIPEDA s. 5(3). The full disclosure is at [https://schedance.net/legal/fraud-prevention](https://schedance.net/legal/fraud-prevention).
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9. Marketplace-facilitator disclaimer (tax)
9.1 **Schedance is NOT a marketplace facilitator for sales-tax purposes.** Schedance does not list, set prices for, or sell your offerings; it provides software and payment-routing infrastructure. You — not Schedance — are the seller of record.
9.2 Schedance does not collect, file, or remit sales tax (GST/HST/PST/QST/RST) on the offerings you sell. You retain that obligation in full.
9.3 This disclaimer is structured similarly to the position taken by other scheduling-software providers in the Canadian market.
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10. SMS and verification (Studio tier and above)
10.1 If your subscription tier includes SMS notifications, you opt in to send SMS notifications to your Customers through Schedance's SMS partner (Twilio). You represent that you have obtained CASL-compliant consent from each Customer for the SMS communications you send through Schedance.
10.2 Phone-verification SMS sent during account onboarding (Schedance verifying your phone number) is a transactional message you authorize by initiating verification.
10.3 Schedance is not responsible for carrier delays, dropped messages, or international-roaming charges incurred by you or your Customers.
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11. [Reserved]*This section is intentionally left blank.*
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12. Indemnification
You will defend, indemnify, and hold harmless Schedance and its operators, officers, employees, contractors, and agents from any third-party claims, demands, losses, damages, liabilities, fines, judgments, settlements, and costs (including reasonable legal fees) arising out of or related to:
- your offerings, your Customers, and your direct business relationships, - your content uploaded or generated through the Service, - your violation of any law (including consumer-protection, privacy, accessibility, anti-spam, and tax law), - your breach of these Terms or any third-party agreement (including Stripe's), - any chargebacks, refunds, or fee deficits you owe under Section 5,
except to the extent caused by Schedance's negligence, wilful misconduct, or breach of these Terms.
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13. Termination
13.1 **You** may stop using the Service and close your account at any time through your account settings or by emailing `support@schedance.net`. On termination, you remain liable for any amounts you owe under Section 5.
13.2 **Schedance** may suspend or terminate your access for: breach of these Terms, security or fraud risk, non-payment, amounts owed under Section 5 left unrecovered after 60 days, suspected violation of Stripe's Restricted Businesses list, requirement of law, or beta-program closure. Where reasonably practicable we will give notice.
13.3 **Effect of termination.** Your right to use the Service ends. Sections that by their nature should survive termination will survive, including Sections 3 (Disclaimers), 4 (Limitation of Liability), 5.4 (Refund/Chargeback Liability), 7–9 (Data, Fraud, Tax), 12 (Indemnification), 14 (Governing Law), and 16 (General).
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14. Governing law; dispute resolution; venue
### 14.1 Governing law
These Terms are governed by the laws of the **Province of Ontario** and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law rules.
### 14.2 Dispute-resolution process
If a dispute arises out of or relating to these Terms or the Service, the parties will attempt in good faith to resolve it through direct negotiation for at least thirty (30) days before initiating any legal proceeding. Either party may give written notice triggering the negotiation period.
### 14.3 Venue and forum
Any legal proceeding arising out of or relating to these Terms or the Service will be brought exclusively in the courts of the **Province of Ontario** (Ontario Superior Court of Justice or, where jurisdiction permits, the Small Claims Court branch thereof). Both parties consent to the exclusive personal jurisdiction and venue of those courts.
### 14.4 No class actions or US-style arbitration
These Terms do not impose mandatory pre-dispute arbitration. They do not contain a class-action waiver. Customers and Providers retain whatever class-action and joinder rights are available to them under Canadian and Ontario law. Nothing in these Terms is intended to invoke the U.S. Federal Arbitration Act or any U.S. arbitration framework; the parties expressly disavow any such interpretation.
### 14.5 Optional arbitration by mutual agreement
If, after a dispute arises, both parties separately agree in writing, the parties may submit the dispute to binding arbitration administered under the **Ontario Arbitration Act, 1991** (Ontario law). Such an agreement must be made post-dispute, in writing, with each party signing a separate consent. No pre-dispute arbitration is imposed by these Terms.
### 14.6 Small-claims and statutory consumer-protection rights
Nothing in this Section 14 limits a Customer's or Provider's rights under Ontario's *Consumer Protection Act, 2002*, Alberta's *Consumer Protection Act* (and the Internet Sales Contract Regulation, Alta. Reg. 81/2001), the *Business Practices and Consumer Protection Act* (British Columbia), or other applicable provincial consumer-protection legislation. Provisions of those statutes that cannot be contracted out of will continue to apply notwithstanding anything in these Terms.
### 14.7 Quebec exclusion
These Terms do not contemplate Quebec residents or Quebec-domiciled offerings. Quebec-based Providers are not eligible to operate on the Service during beta, and the Service is not offered to Quebec-domiciled offerings. Schedance does not currently apply an affirmative network-level block against Quebec visitors during beta. If you nevertheless reach the Service while in Quebec, the conflict between these Terms and Quebec consumer-protection statutes is resolved in favor of the applicable Quebec statute, but you are not eligible to use the Service.
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15. Unilateral amendment during beta
15.1 **During beta**, Schedance may amend these Terms unilaterally to reflect product changes, security and compliance updates, third-party-processor requirements, or evolving regulatory guidance. Material changes will be communicated by email to your account address and posted in the dashboard at least seven (7) days before they take effect (or sooner where required by law, security, or Stripe terms).
15.2 Your continued use of the Service after the effective date of an amended version constitutes acceptance. If you do not agree, your sole remedy is to stop using the Service and close your account.
15.3 **Post-beta**, this unilateral-amendment right will be replaced by a more conventional notice-and-consent regime. Each revision of these Terms carries a version identifier; the version in effect on the date you accept, together with any amendments made under this Section 15, is the version that binds.
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16. General
16.1 **Entire agreement.** These Terms, together with the documents they incorporate by reference (the Data Processing Agreement at [https://schedance.net/legal/dpa](https://schedance.net/legal/dpa), the Privacy Policy at [https://schedance.net/legal/privacy](https://schedance.net/legal/privacy), and the Stripe Connect agreements identified in Section 5.2), constitute the entire agreement between you and Schedance regarding the Service.
16.2 **Severability.** If any provision of these Terms is held unenforceable, the remaining provisions remain in effect. The unenforceable provision is reformed only to the minimum extent necessary to make it enforceable.
16.3 **No waiver.** A failure to enforce a provision does not waive future enforcement.
16.4 **Assignment.** You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of our assets.
16.5 **Notices.** Schedance may notify you via in-app banner, email to your account address, or any other reasonable means. You will notify Schedance by email to `legal@schedance.net`.
16.6 **No third-party beneficiaries.** These Terms do not confer rights on any third party other than the indemnified parties identified in Section 12.
16.7 **Force majeure.** Neither party is liable for delay or failure caused by events beyond its reasonable control (natural disaster, war, terrorism, network failure, third-party processor outage, governmental action).
16.8 **Language.** These Terms are in English. The parties confirm they have requested that this agreement and all related documents be drawn up in English. *Les parties confirment avoir demandé que la présente convention et tous les documents qui s'y rattachent soient rédigés en anglais.*
16.9 **Contact.**
- General support: `support@schedance.net` - Legal: `legal@schedance.net` - Privacy (PIPEDA designated person): `privacy@schedance.net`
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**Acceptance.** By clicking "I agree", creating an account, or using the Service, you represent that you have read these Terms, that you have authority to bind any organization on whose behalf you are acting, and that you accept these Terms.