Terms of Service

1. Acceptance of these terms

These Terms of Service ("Terms") form a binding agreement between you ("you" or "Customer") and Smagle Inc. ("Smagle," "we," "us"). By creating an account, accessing, or using the Smagle service (the "Service"), you agree to be bound by these Terms. If you do not agree, do not use the Service.

If you are using the Service on behalf of an organization, you represent that you are authorized to bind that organization to these Terms. In that case "you" refers to the organization.

2. The service

Smagle is a software-as-a-service business management platform for small service businesses. It includes modules for invoicing, payments, scheduling, customer management, point of sale, accounting, projects, inventory, time tracking, team management, and an AI-powered Business Manager that operates across web, WhatsApp, Telegram, and a client portal.

We may add, change, or remove features at any time. Material changes will be communicated reasonably in advance.

3. Your account

• You must be at least 18 years old (or the age of majority in your jurisdiction) to create an account.
• You are responsible for maintaining the confidentiality of your credentials and for all activity under your account.
• You must promptly notify us of any unauthorized access at security@smagle.com.
• You agree to provide accurate, complete, and current account information.
• One person or organization per account; sharing access is permitted only via team-member invitations within the Service.

4. Acceptable use

You agree not to:

• Use the Service for unlawful, fraudulent, or deceptive purposes.
• Send spam, unsolicited messages, or marketing to recipients who have not opted in.
• Upload, store, or transmit viruses, malware, or harmful code.
• Attempt to bypass authentication, rate limits, security controls, or platform abuse protections.
• Reverse engineer, decompile, or extract source code from the Service.
• Resell, sublicense, or redistribute the Service except under an authorized white-label arrangement (Business plan).
• Use the Service to compete with Smagle's own commercial offering.
• Use the AI Business Manager to generate content that violates law, infringes intellectual property, or violates Anthropic's usage policies.

Violation may result in immediate suspension or termination, at our sole discretion.

5. Fees, billing, and refunds

5.1 Plans and pricing

Pricing is published at smagle.com/#pricing. Subscription fees are billed monthly or annually in advance based on the plan you select.

5.2 Currency and taxes

Fees are in CAD or USD as displayed at checkout. Fees do not include applicable taxes (GST/HST/PST/VAT/sales tax), which we will charge in addition where legally required.

5.3 Renewal

Subscriptions renew automatically at the end of each billing period unless cancelled before the renewal date. You may cancel at any time from your account settings.

5.4 Refunds

Monthly subscriptions are non-refundable. Annual subscriptions are refundable on a pro-rated basis within the first 30 days. After 30 days, no refunds for annual subscriptions.

5.5 Overage and metered usage

Some features (including outbound WhatsApp utility messages above the plan's included monthly cap, or AI Business Manager messages above the plan's allowance) are metered. Overage is charged at the rate published in your account settings at the time of consumption. We will alert you in-app when you approach a cap.

5.6 Failed payments

If a payment fails, we will retry. If unresolved within 14 days, we may suspend the account. After 30 days, the account may be downgraded to Free or terminated.

6. Payments via Stripe Connect

If you use the Service to accept payments from your own customers, you authorize us to provision a Stripe Connect account on your behalf and to facilitate transactions on that account. You are the merchant of record for those transactions and are responsible for compliance with applicable card-network rules, consumer protection laws, tax obligations, and refund/chargeback handling.

Stripe's Connected Account Agreement and Stripe Services Agreement also apply.

8. Telegram channel obligations

If you connect a Telegram bot to Smagle, you must comply with Telegram's Terms of Service and Bot Terms. You are responsible for the bot's behavior and content.

9. AI Business Manager

The AI Business Manager uses third-party AI services (currently Anthropic Claude) to interpret your messages and take actions on your behalf. You acknowledge that:

• AI may make mistakes. Outputs and proposed actions should be reviewed before being sent or executed.
• For financial actions (sending invoices, processing payments), the Service requires explicit confirmation before executing.
• You remain responsible for all actions taken through your account, including those triggered by the AI in response to your instructions.
• We do not guarantee any specific output, accuracy, or fitness of AI-generated content for your purposes.

10. Your data and content

You retain ownership of all data and content you submit to the Service ("Customer Data"). You grant us a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, and display Customer Data solely as necessary to provide the Service.

You can export your data at any time through the Service's export functionality. Upon termination, we will retain your data for 90 days to allow for export, then delete it (subject to legal retention obligations).

You represent and warrant that you have the rights necessary to submit Customer Data and that doing so does not violate law or any third-party rights.

11. Privacy

Our processing of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

12. Suspension and termination

12.1 By you

You may cancel your subscription at any time from your account settings.

12.2 By us

We may suspend or terminate your account, with or without notice, if:

• You materially breach these Terms.
• Your use of the Service violates applicable law or third-party rights.
• Your WhatsApp or Telegram usage violates platform policies and is not corrected after notice.
• Your account is delinquent on payment for more than 30 days.
• Required by court order, regulator, or law enforcement.

12.3 Effect of termination

Upon termination, your access to the Service ceases. We will retain your data for 90 days to allow export, then delete it (subject to legal retention obligations). Sections that by their nature should survive termination (including intellectual property, liability limits, indemnification, and dispute resolution) survive.

13. Disclaimers and warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT AI-GENERATED OUTPUT WILL BE ACCURATE OR FIT FOR YOUR PURPOSES.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BIZERP'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO BIZERP IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED CANADIAN DOLLARS (CAD $100), WHICHEVER IS GREATER.

IN NO EVENT WILL BIZERP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF LIABILITY; IN THOSE JURISDICTIONS OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

15. Indemnification

You agree to defend, indemnify, and hold harmless Smagle and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• Your use of the Service in violation of these Terms or applicable law.
• Your Customer Data or any content you transmit through the Service.
• Messages you send via WhatsApp, Telegram, email, or other channels using the Service.
• Disputes between you and your customers, including refund and chargeback claims.

16. Changes to these terms

We may update these Terms from time to time. Material changes will be communicated via email to account holders at least 30 days before taking effect. Continued use of the Service after the effective date constitutes acceptance. The current version is always available at this URL.

17. Governing law and disputes

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-laws rules. The parties consent to the exclusive jurisdiction of the courts located in Toronto, Ontario for any dispute not subject to arbitration.

Before filing a claim, you agree to first contact us at legal@smagle.com and attempt informal resolution for at least 30 days.

18. General provisions

• Entire agreement: These Terms and the Privacy Policy form the entire agreement between you and Smagle regarding the Service.
• Severability: If any provision is found unenforceable, the remaining provisions remain in effect.
• No waiver: Failure to enforce a provision is not a waiver of the right to enforce it later.
• Assignment: You may not assign these Terms without our consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force majeure: Neither party is liable for delay or failure caused by circumstances beyond its reasonable control (including outages of upstream providers such as Meta, Telegram, AWS, Stripe, or Anthropic).
• Independent contractors: The parties are independent contractors. These Terms do not create a partnership, joint venture, or agency.
• Notices: We may send notices to the email associated with your account. You must send notices to legal@smagle.com.

19. Contact us

• General: support@smagle.com
• Legal: legal@smagle.com
• Privacy: privacy@smagle.com
• Security: security@smagle.com
• Postal: Smagle Inc., [insert registered address]

Service status: /status. Privacy Policy: /privacy.