1. Definition

For the purposes of these Terms and Conditions, “Caspen” refers to the business operated by Tarsier Pty Ltd, an entity registered in Australia under ABN 91 651 519 630. Tarsier Pty Ltd, trading as Caspen, is the legal entity with which you are entering into an agreement.

These Terms of Service (“Terms”) govern your use of the Caspen software application (“Service”) and any additional services offered by Tarsier Pty Ltd (“we”, “us”, “our”). 

(“Website”) Website means the Caspen website described in the Schedule to these Terms.

Some Caspen services may have extra terms, which will be available on our website or provided during your service sign-up.

2. Overview

2.1 Acceptance of Terms

When you visit our Website or create a Caspen account, whether for a new or existing workspace, you enter into a binding contract with Tarsier Pty. Ltd., agreeing to these Terms of Service (“Terms”). This agreement also includes any applicable order forms.

2.2 Changes and Updates

• Terms Updates: We may periodically update these Terms. The most current version will always be available on our website.
• Service Features: Any new features or services added to Caspen will also be subject to these Terms.
• Your Continued Use: If you continue to use the Website after we post changes to these Terms, it indicates your acceptance of these updates.

2.3 Privacy Policy

For details on data storage and handling of your personal information, please refer to our Privacy Policy.

3. Communication

3.1 Acknowledgement of Communications

By using the Website or Service, you acknowledge and agree that we may send you communications related to your service. These may include updates on Service features, notifications about downtime, invitations to participate in new features, and other general account activities.

3.2 Opt-out Option

If you prefer not to receive these communications, you can contact us at any time to opt out.

4. General Conditions

4.1 Service Refusal

We reserve the right to refuse our Service to anyone at any time, for any reason.

4.2 Restrictions on Use

You are prohibited from reproducing, duplicating, copying, selling, reselling, or exploiting any part of the Service without our express written permission.

5. Intellectual Property Notice

5.1 Copyright

All content and software on the Website, including graphics, logos, page headers, button icons, scripts, and service names, are either owned by or licensed to the Service. They are protected by Australian and international copyright laws.

5.2 Trademarks

• Caspen Trademarks: These include all graphics, logos, page headers, button icons, scripts, and service names displayed on the Website. They are exclusively owned by Caspen and are protected as trademarks or registered trademarks in Australia and other countries. Use of Caspen Trade Marks in connection with any product or service not related to Caspen, or in any manner not authorized by us, is strictly prohibited.
• Other Trademarks: Trademarks not owned by Caspen that appear on the Website belong to their respective owners, who may or may not be affiliated with, connected to, or sponsored by Caspen.

5.3 Limited Licence

• Restriction on Use: You are not granted a licence to use any Caspen Trademarks or logos displayed on the Website without our written permission.
• Permitted Use: You may view our websites using your web browser and save an electronic copy via your web browser’s normal operation.

6. Accuracy, Completeness and Timelines of Information

6.1 No Guarantee of Accuracy

We do not guarantee the accuracy of information provided on our Website. The content is for general information purposes only and should not be the sole basis for decision-making. Consult primary information sources before relying on our content.

6.2 Use at Your Own Risk

Any reliance on the material on our Website or any Service we provide is at your own risk.

6.3 Historical Information

The Website or Service may include historical information, which is provided for reference only and may not reflect current conditions.

6.4 Modifications and Updates

• Right to Modify: We reserve the right to change the contents of the Website or a Service at any time.
• No Obligation to Update: We are not obligated to update any information on the Website or within a Service.
• User Responsibility: It is your responsibility to monitor changes to our Website and Services.

7. Subscription and Payment Terms

7.1 Subscription Process

• Setting Up Subscription: To subscribe to our Service, you need to add a credit card, managed by our partner Stripe. All transaction data is encrypted. For details on data handling, refer to Stripe’s policy.

7.2 Billing and Usage

• Billing Basis: Billing is based on the number of practitioners authorized to use the Service.
• Modifying Account Usage: You can adjust your account’s usage limits anytime by adding or removing practitioners. However, Caspen is not liable for any loss incurred due to these adjustments. All changes are made at your own risk.
• Adjustments and Billing: Adjustments to the number of active practitioners will reflect immediately, with billing adjustments made on the next plan renewal date.

7.3 Billing Discrepancies

• Inconsistencies: If you find discrepancies in your billing, please contact us for rectification.

7.4 Taxes and Fees

• Exclusion of Taxes: All fees are exclusive of taxes, levies, or duties imposed by tax authorities.
• GST Responsibility: If liable for GST (or any applicable TAX), it is your responsibility to pay this in addition to subscription fees.
• Advance Payment: Monthly subscription fees must be paid in advance.

8. Modifications and Discontinuation of Service

8.1 Right to Modify or Discontinue

We reserve the right to modify or discontinue the Service at any time, without notice to you.

8.2 Limitation of Liability

We are not liable to you or any third party for any changes in pricing, modification, suspension, or discontinuation of the Service.

9. Refund Policy for Unused Services and Products

The Service does not issue refunds for any pre-paid services or products that remain unused or unutilized, regardless of the reason. This includes situations beyond your control, such as illness, strikes, natural or man-made disasters, or acts of God.

10. Account and Password Guidelines

10.1 Account Creation and Maintenance

• Account Details: When provided with an account login, including a username and password, you must ensure that your account details are complete, accurate, and kept up-to-date.

10.2 User Representation

• Authenticity: Do not impersonate any person or entity, or falsely represent your affiliation with any person or entity.

10.3 Security and Confidentiality

• Personal Responsibility: Your username and password are personal and confidential. You must keep them secure.
• Liability: You are solely responsible for all activities conducted under your username and password. You agree to indemnify us against any claims arising from unauthorized use of your login details.

10.4 Reporting Security Breaches

• Notification: In case of any unauthorized use of your account or security breaches, immediately notify us at the email address described in the Schedule to these Terms.

11. Use of Third-Party Tools and New Features

11.1 Third-Party Tools

• Access: We may provide access to third-party tools, over which we have no control, monitoring, or input.
• Acknowledgement: You acknowledge that we offer access to these tools “as is” and “as available”, without warranties or endorsement.
• Liability: We are not liable for any issues arising from your use of these third-party tools.
• User Responsibility: Your use of these tools is at your own risk. It’s important that you familiarize yourself with and agree to the terms provided by the third-party providers.

11.2 Future Features

• New Offerings: Any new features or tools that we may add to our Service in the future will also be governed by these Terms of Service.

12. User Comments and Submissions Policy

12.1 Use of Comments

• Rights to Use: If you send us any comments, suggestions, ideas, or other materials, whether solicited or unsolicited, we may use them without restriction. This includes the right to edit, copy, publish, distribute, and translate your comments in any medium.
• No Obligations: We are not obligated to keep your comments confidential, pay for them, or respond to them.

12.2 Content Standards and Moderation

• Moderation Rights: We may, but are not required to, monitor, edit, or remove content that is unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene, or violates intellectual property rights or these Terms.
• User Responsibilities: You agree that your comments will not violate any third-party rights, include unlawful or obscene material, or contain harmful software. Do not use false identities or misleading email addresses in your comments.
• Liability for Comments: You are solely responsible for your comments and their accuracy. We assume no responsibility or liability for any comments posted by you or any third-party.

13. Errors and Corrections

13.1 Errors and Inaccuracies

• Occurrence of Errors: Our Service may occasionally contain typographical errors, inaccuracies, or omissions, particularly regarding the Service itself.
• Right to Correct: We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information at any time without prior notice, even after an order has been submitted or a subscription made.

13.2 Updates and Clarifications

• No Obligation to Update: We are not obligated to continuously update or clarify information in the Service, including pricing information, unless legally required.
• Interpretation of Updates: The absence of a specific update or refresh date in the Service should not be interpreted as an indication that all information has been modified or updated.

14. Prohibited Uses

14.1 Unlawful Activities

• Using the Service for any illegal purposes.
• Soliciting others to perform or participate in unlawful acts.
• Violating any international, federal, provincial, state regulations, rules, laws, or local ordinances.

14.2 Intellectual Property Violations

• Infringing upon or violating our intellectual property rights or those of others.

14.3 Abusive Behavior

• Engaging in harassment, abuse, insult, harm, defamation, slander, disparagement, intimidation, or discrimination based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability.

14.4 Misinformation and Malicious Conduct

• Submitting false or misleading information.
• Uploading or transmitting viruses or malicious code that affects the functionality or operation of the Service, any related website, other websites, or the Internet.

14.5 Privacy Violations

• Collecting or tracking the personal information of others.

14.6 Spam and Related Activities

• Engaging in spamming, phishing, pharming, pretexting, spider, crawling, or scraping.

14.7 Obscene or Immoral Activities

• Using the Service for any obscene or immoral purpose.

14.8 Security Breaches

• Interfering with or circumventing the security features of the Service, any related website, other websites, or the Internet.

Consequence of Violation: We reserve the right to terminate your use of the Service or any related website for violating any of these prohibited uses.

15. Disclaimer of warranties

15.1 Service Reliability and Errors

• No Guarantee of Uninterrupted Service: We do not guarantee that our Service will be uninterrupted, timely, secure, or error-free.
• Non-liability for Issues: Any errors, interruptions, or security limitations in our Service do not constitute a breach of these Terms of Service. We are not liable if the Service or any products supplied through it contain errors or are unavailable, interrupted, or delayed.

15.2 Accuracy of Results

• No Warranties on Outcomes: We do not warrant the accuracy or reliability of results obtained from using our Service.

15.3 Service Availability

• Potential Service Downtime: We may remove or suspend the Service for indefinite periods or cancel it at any time, without notice.
• Risk Acknowledgment: Your use of, or inability to use, the Service is at your sole risk.

15.4 Maintenance and Downtime

• Unscheduled Maintenance: Unscheduled maintenance may require downtime. We strive to minimize this and provide status updates.
• Notice of Planned Maintenance: While we aim to give advance notice for planned maintenance, we cannot guarantee it due to the nature of software.
• Recovery Time Uncertainty: In case of unexpected outages, recovery time is not guaranteed.
• User Recourse and Data Responsibility: In the event of downtime, access issues, or data loss, your only recourse is to discontinue using the Service. You are responsible for maintaining copies of your data using our data export feature.

16. Limitation of Liability

16.1 Exclusion of Liability

• General Non-liability: To the maximum extent permitted by law, we, including our directors, employees, agents, and contractors, are not liable for any injury, loss, claim, or damages arising from your use of the Service or any software procured using the Service.

16.2 Non-responsibility for Loss or Damage

• Loss or Damage from Use: We do not accept responsibility for any loss or damage resulting from your use of our Service or any linked website.
• Indirect Consequences: This includes any direct, indirect, or consequential losses, damages, liabilities, claims, and expenses (including legal costs and defense or settlement costs), arising from the use of the Website, any Material on the Website, third-party material, or access to the Website.

16.3 Statutory Responsibilities

• Implied Conditions and Warranties: Where law implies conditions or warranties that cannot be excluded, our liability for breach of such a condition or warranty is limited, at our option, to:

• Resupply or repair of the goods or services.
• Payment of the cost of resupplying or repairing the goods or services.

16.4 Appointment Availability Liability

Confirmed Appointments: We are not liable for any issues with confirmed appointments that are unavailable upon arrival, whether due to administrative errors on your part, your staff, or system errors.

17. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of Queensland, Australia, to the extent permitted by your local jurisdiction. You agree to submit to the non-exclusive jurisdiction of the courts located in Queensland, Australia, acknowledging these courts as a suitable forum for resolving any disputes related to these Terms.

18. Schedule