1. Introduction

Welcome to Gooday. These Terms and Conditions (“Agreement”) govern your access to and use of the Gooday Software as a Service platform, apps, website, and related services (collectively, the “Services”). By using the Services, you agree to be bound by this Agreement.

2. Definitions

For definitions applicable throughout this Agreement, please refer to Section 15.

3. Use of Services

You agree to use the Services in accordance with this Agreement and applicable laws. You are responsible for all activities conducted through your account, including those of your Affiliates and End Users.

4. Fees and Payment

4.1 Software as a Service Fees. Unless otherwise stated on an Order Form, fees for the Software as a Service (“Subscription Fees”) are set forth on the applicable Website(s) or direct quote from the Gooday team, after an expression of interest has been lodged via in person, application, website, or other channels. Enterprise deals may include a subscription fee and may have altered booking and commission fees as agreed in the Order Form.

4.2 Pricing Model and Fees. Gooday operates on a freemium pricing model where Consumers are not charged any fees by Gooday. Businesses are charged a $2 AUD fee per person for every booking made, plus an 8% commission fee on all pre-paid and event bookings. An additional 2% fee is applied to cover Stripe payment processing costs, resulting in a total commission fee of 10%. Any Stripe fees exceeding 2% are absorbed solely by Gooday. Gooday reserves the right to change subscription fees, booking fees, commission fees, or any other fees at any time without prior notice.

4.3 Payment Terms. You agree to pay all fees associated with your use of the Services as set out in this Agreement or an Order Form. All payment obligations are non-cancelable and all fees paid are non-refundable, except as expressly provided in these Terms. Fees must be paid in advance of each billing period where applicable. You will provide Gooday with valid and updated payment information and authorize Gooday to charge such payment method for all fees incurred. By submitting payment information, you also authorize Gooday to share such information with third parties solely for payment processing purposes.

4.4 Refund Policy. All fees paid to Gooday are non-refundable. Requests for refunds may be submitted to info@gooday.com.au but Gooday is not responsible for refunding consumers on behalf of businesses out of its own funds. Consumers disputing charges may pursue refunds through Stripe, the payment processor. Businesses acknowledge and agree that Gooday does not offer refunds for any fees charged.

4.5 Payment Errors. If you believe a payment has been processed in error, you must provide written notice to Gooday within 30 days after the date of payment specifying the nature of the error and amount in dispute (“Payment Error Notice”). Failure to provide timely notice will render the payment final and non-disputable.

5. Intellectual Property Rights

5.1 Gooday Intellectual Property. Gooday or its affiliates own all right, title, and interest in and to the Services, Gooday Data, and Aggregated Data, including all intellectual property rights. Gooday Marks are owned exclusively by Gooday or its affiliates. You may not use or display any Gooday Marks without express prior written permission. Trademarks, logos, or service marks of third parties may be subject to their respective guidelines.

5.2 License Grant to You. Subject to the terms of this Agreement, Gooday grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services during the Subscription Term solely for your internal business purposes. You agree not to modify, resell, reverse engineer, or otherwise exploit the Services beyond what is expressly permitted.

5.3 License Grant to Gooday. You grant Gooday a worldwide, perpetual, irrevocable, sublicensable, royalty-free license to use any feedback or suggestions you provide and to use your business name, trademarks, or logos for marketing purposes related to the Services.

6. Data Ownership and Use

6.1 Your Data. You retain ownership of Your Data. You grant Gooday a non-exclusive, worldwide, royalty-free license to use Your Data for providing and improving the Services.

6.2 Gooday Data. Gooday owns data collected independently of Your Data, including data obtained about End Users through the Gooday app or other contacts.

6.3 Aggregated Data. Gooday owns all Aggregated Data and may use it for any purpose, provided it does not reveal personally identifiable information.

6.4 Personal Information. Gooday complies with the Australian Privacy Act and its Privacy Policy governs the collection and use of personal information submitted through the Services.

6.5 Government and Industry Policies. You are solely responsible for compliance with applicable laws and policies affecting your data use.

6.6 Protection and Security. Gooday maintains safeguards to protect Your Data and complies with standards for Cardholder Data.

6.7 Unauthorized Disclosure. Both Parties will notify and cooperate to mitigate any unauthorized disclosure of Your Data.

6.8 Data-Related Disputes. You are responsible for resolving any disputes regarding ownership or access to Your Data.

7. Confidential Information

Each Party agrees to protect the other’s Confidential Information with commercially reasonable care and only use it to fulfill obligations under this Agreement. Confidential Information excludes publicly known or independently developed information. Gooday’s use of Gooday Data or Aggregated Data is not restricted by this section.

8. Term, Termination, and Suspension

8.1 Term. The initial term is 90 days, automatically renewing monthly in successive 30-day periods (“Renewal Terms”) until terminated with 30 days’ prior notice. Subscription plans for consumers and any business subscriptions auto-renew monthly or annually depending on the plan. Early termination does not relieve payment obligations for the full Subscription Term.

8.2 Termination for Cause. Gooday may immediately terminate for material breach or illegal activity, with immediate payment of all outstanding fees.

8.3 Rights on Termination. Upon termination, your rights to the Services cease. Gooday will retain Your Data for 30 days for export, subject to payment of all owed fees. After 30 days, Gooday may delete Your Data.

8.4 Suspension Rights. Gooday may suspend or terminate access without notice if it reasonably believes the Services are being used fraudulently, unlawfully, or disruptively.

9. Warranties and Disclaimer

9.1 Accuracy of Account Information. You are responsible for maintaining accurate account information.

9.2 Warranty of Functionality. Gooday warrants material compliance with Service functionality for the Subscription Term. Remedies for breach include commercially reasonable efforts to restore or pro-rata refund of pre-paid fees if unable to restore.

9.3 Disclaimer. Except as above, Services are provided “as is.” Gooday disclaims all other warranties, including fitness for purpose or uninterrupted use.

10. Indemnification

You agree to indemnify and hold harmless Gooday Parties from claims arising from your breach of this Agreement, use of the Services, IP infringement, or disputes regarding Your Data.

11. Limitations and Exclusions of Liability

To the maximum extent allowed by law, Gooday’s liability is limited to the greater of fees paid in the 12 months before the incident or $100 USD equivalent. Gooday is not liable for indirect, incidental, consequential, or punitive damages.

12. Export Controls

You will comply with applicable export laws and not use Services in violation of such laws.

13. Intellectual Property Policy

Gooday respects third-party IP rights and investigates infringement claims submitted appropriately.

14. Miscellaneous

• 14.1 Governing Law. This Agreement is governed by the laws of New South Wales, Australia.
   

• 14.2 Dispute Resolution. Parties agree to informal dispute resolution followed by binding arbitration in NSW, with individual arbitration only.
   

• 14.3 Entire Agreement. This Agreement and Order Forms supersede prior agreements.
   

• 14.4 Assignment. You may not assign without consent; Gooday may assign freely.
   

• 14.5 Notices. Notices may be delivered electronically and are deemed effective when sent on business days.
   

• 14.6 Force Majeure. Neither Party liable for delays beyond reasonable control.
   

• 14.7 Relationship. No partnership or agency relationship is created.

15. Definitions

For the purposes of this Agreement, the following capitalized terms will have the meanings set forth for each of them below:

15.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with you, and that has been designated to receive Services under this Agreement. “Control” for purposes of this definition means the power to direct or cause the direction of the management and policies of the subject entity, whether through equity ownership, a credit arrangement, franchise agreement or other contractual arrangement. “Affiliate” also includes any of your business locations and any Franchisees that have been designated to receive Services under this Agreement.

15.2 “Aggregated Data” means anonymized, de-identified, or aggregated data derived by or through the operation of the Services that is created by or on behalf of Gooday in compliance with applicable laws and that does not reveal any personally identifying information about you or any End Users or is reasonably linkable to any End User or household.

15.3 “API” means Gooday’s application programming interface that is described (or such other URL as specified by Gooday), as may be updated by Gooday from time to time, and any subsequent application programming interfaces that are developed and made available by Gooday to interact with or otherwise be used in connection with the Services.

15.4 “Apps”, “application” or “app” means any mobile applications through which Gooday makes the Software as a Service available, including, but not limited to, the Gooday app and any other affiliate services.

15.5 “Cardholder Data” means credit card numbers, expiration dates, billing addresses, and cardholder names as entered by End Users and you. Cardholder Data is a subset of End User Data.

15.7 “Card Updater” means the Software as a Service feature that facilitates automatic updates to outdated credit card information for participating payment cards.

15.8 "Confidential Information" means (1) any software utilized by Gooday in the provision of the Services and its respective source code; (2) each Party’s business or technical information, including but not limited to the Documentation, information relating to software plans, designs, costs, prices and names, business opportunities, personnel, research, development or know-how that is designated by the disclosing Party as “confidential” or “proprietary” or the receiving Party knows or should reasonably know is confidential or proprietary; and (c) any special pricing or other non-standard terms agreed to by the Parties in an Order Form or other separate written document.

15.10 “Documentation" means online user guides, documentation, and help and training materials, as may be updated by Gooday from time to time, accessible at the applicable Website(s), and any other materials provided by Gooday as part of the Services.

15.11 “End User” means a business or individual that schedules or purchases products or services from you through the Services, that you market to, communicate with, or target through the Services, or that otherwise interacts with you through the Services, or that you authorize to use the Services in connection with your business.

15.12 “End User Data” means all data, information or other material about an End User that you, an Affiliate or End User provides or submits to the Services. End User Data may include Cardholder Data and such portions of Your Data that relates to specific End Users.

15.13 “Government and Industry Policies” means the Health Insurance Portability and Accountability Act, as amended and supplemented.

15.14 “Marketing Services” means Gooday’s online marketing platform, which allows consumers to locate Gooday subscribers and evaluate, review and book their services, directly through the Gooday App and through our partner applications.

15.15 “Gooday App” means the Gooday app, as may be updated by Gooday from time to time as well as the consumer-facing, downloadable mobile app made available by Gooday and known as the “Gooday App”, “app” or “application (and its successor products), which allows consumers to use their mobile devices to find, book and pay for the services of participating Gooday subscribing businesses.

15.16 “Gooday Marks” means all service marks, logos and product and service names used, applied for, registered, or otherwise owned by Gooday and its affiliates.

15.17 “Order Form” means a separate ordering document, invoice, online form, or other documentation that specifies the Services ordered or purchased hereunder, the applicable Software Fees (or if the Services are free), and other terms as agreed to between the Parties. If an Order Form indicates that any Affiliates or Franchisees will be receiving Services hereunder, each of them will be bound by the terms of this Agreement as if they were an original party hereto.

15.18 “Partner Store” means the Gooday partner store which provides you the ability to search Third Party Offerings.

15.19 “Professional Services” means Gooday’s supplemental, fee-based technical support services.

15.20 “Privacy Policy” means the Gooday’s Privacy Policy, accessible on Gooday’s website (or such other URL as specified by Gooday), as may be updated by Gooday from time to time.

15.25 “Recently Acquired Offerings” any designated acquisitions which we make you aware.

15.26 “Services” means the Software as a Service, Website, Apps, hardware, software, dashboard and other services. “Services” excludes Third Party Offerings and our Gooday App.

15.27 “Software as a Service” is defined in the Introduction.

15.28 “Third Party Offerings” means any third party products, applications, websites, implementations or services, including loyalty programs, that the Services link to, or that interoperate with or are used in conjunction with the Services.

15.29 “Website” means https://www.gooday.com.au (or such other URLs as specified by Gooday), as may be updated by Gooday from time to time and any other websites through which Gooday makes the Software as a Service available.

15.31 “Your Data” means any data, information or material provided or submitted or made available by you and Affiliates to the Services. Your Data may include End User Data and Cardholder Data (and your or their representative’s data), but excludes Aggregated Data.