Agreement between Companies/End Users and Teledesk
Dated November 26th, 2020
Teledesk owns and provides various websites, services, and software that facilitate online scheduling of appointments (collectively, the "Services"). Teledesk operates Scheduly.com website, subdomains of Scheduly.com (the site) that may be Company-specific, we have now or in the future.
BY ACCESSING THE SERVICES YOU ACKNOWLEDGE YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT, THAT YOU HAVE READ AND UNDERSTOOD AND UNCONDITIONALLY AGREED TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THAT THE TERMS OF THIS AGREEMENT WILL APPLY EACH TIME YOU ACCESS THE SERVICES.
"End User" or "Customer" means users of The Services other than companies; customers whose intention is to book appointments.
"Scheduly" refers collectively to Scheduly Websites owned by Teledesk which provides The Services to the you available through Scheduly website.
"Company" means service provider using The Services to promote and sell services and products to End Users.
Scheduly platform is an online apointment shceduling software, allowing to create and modify appointments. Scheduly allows you to place, accept, conclude, keep records of and manage products and services provided.
Scheduly is covering among others different online booking channels, SMS and push notifications, payment collection and advanced Admin dashboards. The intention of Scheduly is to make Companies and End Users conclude transactions, with Scheduly acting as an intermediary.
Company Services will be offered and sold at a price that the Company determines, and at their discretion. Company Services are provided by various Companies and not by Scheduly. Company Services that can be booked through the Platform are the responsibility of the Company that provides them. The Services may also include additional promotion and marketing services delivered to certain Companies.
The Services are available to Companies through Scheduly Website.
Prices for all paid plans of the Service, including but not limited to monthly subscription plan fees, are subject to change upon 30 days notice from Scheduly. Such notice may be provided by posting the changes to the Site or the Service itself.
You acknowledge that there may be interruptions in the delivery of The Services that are beyond our control. While we use reasonable efforts to keep The Services accessible, The Services may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of our control, access to The Services may be interrupted, suspended or terminated.
We retain the right at our sole discretion to deny service, or access to The Services to anyone or an account, at any time and for any reason.
We reserve complete and sole discretion with respect to the operation of The Services. We may, among other things:
a) delete accounts if not been accessed within the time established by our policies;
c) withdraw, suspend or discontinue any functionality or feature of The Services; and
d) review uploaded files, data and user submissions and authorize restrictions on access thereto.
Unsolicited email or SMS;
Importing client lists that you do NOT own and/or have NOT been gathered legally;
Submitting any inaccurate information, committing fraud or falsifying information in connection with your Scheduly account;
Attempting to, or actually accessing data not intended for you, such as logging into a server or an account which you are not authorized to access;
Attempting to scan, or test the security or configuration of The Services or to breach security or authentication measures without proper authorization;
Tampering or interfering with the proper functioning of any part, page or area of The Services and any and all functions and services provided by Scheduly;
Attempting to interfere with service to any user in any manner, including, without limitation, by means of submitting a virus to The Services, or attempts at overloading, "flooding", "spamming", "mail bombing" or "crashing" The Services;
Disseminating or transmitting material that, to a reasonable person, may be considered abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious;
Disseminating, storing or transmitting files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any third party;
Using The Services or any of its contents to advertise or solicit, for any other commercial, political or religious purpose, or to compete, directly or indirectly with Scheduly;
Reselling or repurposing your access to The Services or any purchases made through The Services;
Using The Services or any of its resources to solicit End Users, Companies or other business partners of Scheduly to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with Scheduly, including without limitation, aggregating current or previously offered Company Offerings;
Accessing, monitoring or copying any content or information from Scheduly using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;
Violating the restrictions in any robot exclusion headers or bypassing or circumventing other measures employed to prevent or limit access to The Services;
Taking any action that places excessive demand on our services, or imposes, or may impose an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion);
Aggregating any live or post-feature content or other information from Scheduly (whether using links or other technical means or physical records associated with purchases made through The Services) with material from other sources without our express written permission.
Acting illegally or maliciously against the business interests or reputation of Scheduly, our partners or our services;
Hyperlinking to The Services from any other website without our initial and ongoing consent; or
7.1 Creating a Scheduly Account
You warrant that you are 18 years of age or older
If you create an account for The Services, you may only create and hold one (1) account that you are solely responsible for managing. Your account is non-transferrable and may not be sold, combined or otherwise shared with any other Company or User. If you violate any of these limitations, we may terminate your account. If we terminate your account, you may not re-enroll or join under a new account unless if we formally invite you to do so. If you commit fraud or falsify information in connection with your use of The Services or in connection with your Scheduly account, your account will be terminated immediately and we reserve the right to hold you liable for any and all damages caused by your conduct, to pursue legal action through relevant local and national law enforcement authorities and to notify your Internet Service Provider of any fraudulent activity we associate with you or your use of The Services.
Having your Scheduly account active, you can also access Scheduly functionality.
7.2 Payments, refunds upgrading and downgrading
A valid credit card is required for paying accounts. Your credit card statement will show payment to "Scheduly".
The Subscription Plan cost is billed in advance on a monthly basis and is non-refundable
The additional usage is billed in arrears on a monthly basis and is non-refundable
There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, removal of staff or refunds for months unused with an open account.
Downgrading your Service may cause the loss of Content, features, or capacity of your Account. Scheduly does not accept any liability for such loss.
Downgrading from a Premium plan to a Pro plan is not possible. Users can still downgrade from any paid Plan to a Free Plan and then upgrade again.
7.3 Account Communications
By creating a Scheduly account, you expressly consent and agree to accept and receive communications from us, including via e-mail, text message, calls, and push notifications. By consenting to being contacted by Scheduly, you understand and agree that you may receive automated emails or SMS messages sent by or on behalf of Scheduly, Companies or End Users, including but not limited to: communications concerning your appointments, Scheduly account or use of Scheduly or The Services, updates concerning new and existing features, and news concerning Scheduly and industry developments. IF YOU WISH TO OPT-OUT OF EMAIL, TEXT, OR OTHER COMMUNICATIONS, PLEASE CONTACT US DIRECTLY. However, you acknowledge that opting out of Texts may lead to missed important notifications or updates, and in general impact your use of the Platform as a Company.
Standard messaging charges applied by your phone carrier may apply to the messages we send. You acknowledge that you are not required to consent to receive promotional messages as a condition of using the Platform.
7.4 Cancelling your account
Scheduly accounts can be cancelled by the comapny at anytime by requesting a cancellation in writing. This will mean: Your account will be deactivated and can no longer be accessed. You will no longer be charged. All of your rights granted under these Terms will immediately come to an end; and all of your data and content may be deleted from our systems (on request). We provide no guarantee that your content can be recovered once your account is cancelled. We are not liable for any loss or damage following, or as a result of, cancellation of your account, and it is your responsibility to ensure that any content or data which you require is backed-up or replicated before cancellation.
We do not control the information provided by End Users and Companies. You may find End Users' and Companies' information to be inaccurate, harmful or offensive. By using The Services you assume all of the risks associated with the use of The Services and you agree to accept such risks and agree that Teledesk is not responsible for the acts or omissions of any End User or Company. Notwithstanding the foregoing, we reserve the right to edit or remove any content placed on the Platform. Scheduly does not currently conduct criminal background checks or screenings of its users or Companies, nor inquire into the backgrounds of its users or Companies or attempt to verify the information provided by users or Companies. Scheduly makes no representations or warranties as to the conduct of the End Users or Companies.
Because we do not control the security of the Internet or other networks you use to access The Services or communicate with us, we are not responsible for the security of information that you choose to communicate with Scheduly and The Services while it is being transmitted. In addition, Scheduly is not responsible for any data lost during transmission.
By scheduling a booking, End User agrees to the terms of sale for the Order. The terms include, but are not limited to, the date, price and all other conditions set by the Companies or Scheduly. Definition of Terms of Sale for Orders is solely the responsibility of the Company. In the event of a conflict between this Agreement and the Terms of Sale for Order, the Booking’s fine print will control. If you have issues with obtaining a refund pursuant to these Terms of Sale, please contact us
9.2 Credit Card Charges
When payment for the Merchant’s Service is accepted through Scheduly, Scheduly will charge the End User's credit card for the cost of services and products purchased through Scheduly after the appointment checkout and will transfer collected funds less any attributable Scheduly and payment processing platform Service Fees to the Company bank account.
(a) Orders settled through Scheduly relate to certain services provided by the Company stated in the Order. Orders are not redeemable for cash, unless required by law. Unauthorised reproduction, resale, modification or trade of Orders is prohibited. Some Orders are for appointments set at a certain date and time, known as the "Booking Slot Time"
(b) Scheduly is a service provider for the Company and the Company is the sole issuer of the Order.
Companies may use The Services to issue and sell vouchers. Companies are required to accept issued vouchers and exchange them into service, unless the vouchers are set for a limited period of time and expire. Company vouchers are usually non-refundable, subject to Company terms and conditions.
9.5 Cancellation, No Show and Refund Policy
Companies set their own cancellation policies, and Scheduly must enforce them. The cancellation policies define at what circumstances the Companies allow free cancellations and what is the fee (expressed as a percentage of Order value) for cancellation made when free cancellation is no more applicable. It is therefore very important to understand a Merchant’s cancellation policy prior to placing an Order and prior to attempting to cancel an appointment.
To cancel the Order, Companies must define the booking slot cancellation policy on the Platform prior to receiving bookings.
You understand and agree that in case of the Booking Slot Time cancelled after the cancellation period or an End User no-show for appointment time, You may charge the End User with full or partial value of the Order for the Company goods or services to be received - but only if the Company Policy you have provided to the End User at the moment of making the booking contained clearly such a possibility.
A full refund may be issued to End Users upon three events: (a) if booking was cancelled before the deadline set by the Company, (b) if the Company cancels the booking; or (c) if the Company refuses to honor any Order at the agreed date and time. For each valid refund request, the Company is required to process the refund with no delay.
9.6 Limitation of Liability
(a) Company's Liability. You understand and agree that being listed as the provider of the products or service specified in the Order, you are (a) solely responsible for redeeming the Order; (b) fully responsible for all products and services provided by you, and (c) liable for all damages or losses arising out of the goods or services provided.
(b) Scheduly's Liability. You further acknowledge and agree that Scheduly is not responsible for (a) any price adjustments made by a Company related to an Order, or a booking time slot or a Company product or service, and (b) any claims for injuries, illnesses, damages, liabilities and costs ("Liabilities") that you may suffer, directly or indirectly, in full or in part, whether related to an Order or any Services.
We take no responsibility on the functioning of our booking widgets when inserted on external sites or in other external solutions. We cannot control if it will work or if it will stop working even if it was working before.
(c) General Limitation of Liability. To the fullest extent permitted by law, you agree to and hereby waive and release Scheduly and its parent company, subsidiaries, affiliates partners, officers, directors, staff members, stockholders, developers and agents from any liabilities arising from or related to (a) any act or omission of a Company in connection with an Order or the Services, including a Company's failure to comply with applicable law and/or failure to abide by the terms of an Order, and/or (b) any Service, any action or inaction by a Company and/or (c) any indirect, special, punitive, consequential, (including, lost profits or lost data collected through the Services), or incidental damages, whether based on a claim or action of contract, warranty, negligence, strict liability, or other tort, breach of any statutory duty, indemnity or contribution, or otherwise, even if Scheduly has been advised of the possibility of such damages. In no event will Scheduly's liability arising out of or related to this Agreement exceed the amounts paid by you for the Order or one hundred dollars, whichever is less.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Scheduly ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
If a Company provides services or products to End Users who have selected Scheduly Payment Services as a payment method, Scheduly will automatically facilitate the payment on behalf of the Company. Collection of the payment by Scheduly shall be considered the same as payment made directly by End User to the Company. Payments collected will be inclusive of applicable taxes where required by law. This payment is intended to fully compensate the Company for the services or products provided.
(a) Everything located on or in Scheduly platform is the exclusive property of Scheduly or is being used with permission. Any copying, distributing, transmitting, posting, linking, deep linking, or otherwise modifying of Scheduly platform without the express written permission of Scheduly is prohibited. Any violation of this requirement may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.
(b) The Platform contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, and the entire contents of the Platform are protected by copyright as a collective work under the copyright laws. Scheduly owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. You may download, print, and/or save copyrighted material for your personal use only. Except as otherwise expressly stated under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material without the express written permission of Scheduly or the copyright owner is permitted. If copying, redistribution or publication of copyrighted material is permitted, you will make independent attribution and/or agree to make no changes in or deletion of any author attribution, trademark legend or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material from Scheduly.
(c) Scheduly is a trademark owned by Teledesk. This trademark, together with other trademarks that are located within or on the Platform otherwise owned or operated in conjunction with Scheduly shall not be deemed to be in the public domain but rather the exclusive property of Teledesk, unless such mark or is under license from the trademark owner thereof, in which case such license is for the exclusive benefit and use of Teledesk unless otherwise stated.
(d) You will not upload, post or otherwise make available on the Platform any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. Scheduly does not have any express burden or responsibility to provide you with indications, markings or anything else that may aid you in determining whether the material in question is copyrighted or trademarked. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. By submitting material to any public area of the Platform, you warrant that the owner of such material has expressly granted Scheduly the royalty-free, perpetual, irrevocable, non- exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. You also permit any other end user to access, view, store or reproduce the material for that End User's personal use. You also grant Scheduly the right to edit, copy, publish and distribute any material that you make available on Scheduly.
11.2 Copyright Policy. Scheduly reserves the right to terminate its agreement with you or any other Company or End User who infringes third-party copyrights. If you believe that any material has been posted via Scheduly in a way that constitutes copyright infringement, you shall provide Scheduly with the following information:
a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work;
b) an identification of the copyrighted work and the location on the Platform of the allegedly infringing work;
c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent, or the law;
d) your name and contact information, including telephone number and e-mail address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.
e) Contact for notice of claims of copyright infringement in our contact form . IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.
Please note that this procedure is exclusively for notifying Scheduly and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Scheduly's rights and obligations but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations.
Scheduly has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Scheduly may also at its sole discretion limit access to The Services and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
12.1 You expressly agree that use of the Platform is at your own risk. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. Without limiting the foregoing, neither Scheduly, its subsidiaries, affiliates or any of their respective staff members, agents, partners, third-party content providers or licensors, or any of their officers, directors, staff members, developers or agents, warrant that use of the Platform will be uninterrupted or error free; nor do they make any warranty as to (a) the results that may be obtained from use of this , or (b) the accuracy, reliability or content of any information, service, or Orders provided through this . The Platform is made accessible on an "as is" and "as available" basis. Scheduly hereby disclaims any representations, warranties and conditions, whether express or implied, including those to title noninfringement, merchantability, and fitness for a particular purpose.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TOTHE EXTENT PROHIBITED BY APPLICABLE LAW. Scheduly DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND Scheduly WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
12.2 The information presented or contained in the Platform or provided through The Services is presented for informational purposes only. No information, whether oral or written, obtained by an end user from a Company, a Company from an end user, or from The Services will create any warranty not expressly stated in this agreement.
12.3 Each Company hereby agrees and understands that:
(a) Information about an Order is provided directly by the Company and Scheduly does not engage in reviewing information contained within an Order in any manner;
(b) The decision to make an Order is entirely in the End User's discretion and Scheduly does not induce or attempt to induce any End User to make an Order;
(c) It is the responsibility of the Company to add any attributable taxes to the price of the Orders.
12.4 The Services are provided to Companies by Scheduly, a business name registered in Australia, being a subsidiary of Teledesk. Scheduly makes no representations that The Services are appropriate or available for use in other locations. Those who access or use The Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
Any opinions, advice, ratings, discussions, comments, and/or other messages or postings of any kind made by you to the Communities (collectively, "Statements"), are those of the respective author(s) or distributor(s) and not of Scheduly.
You may choose to or we may invite you to submit comments or ideas about The Services, including without limitation about how to improve The Services or other products ("Idea(s)"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Scheduly under any fiduciary or other obligation to you, and that we are free to use or publish the Idea without any compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by reviewing or accepting your submission, Scheduly does not waive any rights to use similar or related ideas previously known to Scheduly, or developed by its staff members, or obtained from sources other than you.
By posting Statements or other information in connection with The Services, you grant Scheduly a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the Statements alone or as part of other works in any form, media, or technology whether now known or hereafter developed without territorial or time limitations, and to sublicense such rights through multiple tiers of sublicensees. Your license of any Statements or information submitted above extends to use for promotions, advertising, market research or any other lawful purpose, without limitation.
You agree to defend, indemnify and hold harmless Scheduly and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their staff members, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising out of or related to:
(i) your use of and access to The Services, including any data or content transmitted or received by you;
(ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above, or representation or warranty;
(iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights;
(iv) your violation of any applicable law, rule or regulation;
(v) User Content or any other information or content that is submitted via your account including without limitation misleading, false or inaccurate information;
(vi) negligent or willful misconduct; or
(vii) any other party's access and use of the Service with your unique username, password or other appropriate security code.
We reserve the right to cancel unconfirmed accounts or accounts that have been inactive for more than 8 weeks with no login from account owner and do not have a valid paid subscription. Free account users need to use their free subscription every month to keep the account active and avoid deletion. We reserve rights to modify or discontinue user accounts, that are affecting our system with unusual load, or usage that does not comply with our usage policy.
No waiver by either you or Scheduly of any breach or default or failure to exercise any right allowed under this Agreement is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under our Agreement. The section headings used herein are for convenience only and shall be of no legal force or effect.
Severability. If any provision of this Agreement are found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
Independent Contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Scheduly in any respect whatsoever.