1. Introduction
1.1 What these terms are
These terms and conditions (Terms) govern our provision, and your use, of the OpSync Platform (Platform). The Platform is provided to the subscribing practice (you, your, the Practice) and is owned and operated by Caousou Pty Ltd (ACN 664 413 567) (We, us, our).1.2 How a contract is formed
By signing a quote, creating an account, or using the Platform, you agree to these Terms, which form a binding agreement between you and us.2. Term and autorenewal
2.1 When the agreement starts
Your access to the Platform, and the agreement, starts when you first sign a quote, create an account, or use the Platform and continues until terminated under these Terms. If a fixed term applies, it continues for that period and then renews monthly unless ended earlier in accordance with these Terms.3. What we provide
We will provide you with access to the Platform for use under and in accordance with this agreement. If we agree in writing, we may also provide implementation or onboarding services to help your Practice and its users get started, and/or ongoing support services during the agreement. If we do, those services will be subject to these Terms.4. Use and your responsibilities
4.1 Practice responsibilities
You are responsible for the following:- Information accuracy and consent: ensuring that all information provided to us for upload to the Platform, or uploaded by you or your personnel, is accurate, complete, and provided or approved by qualified personnel, with all consents and approvals required under applicable laws.
- Review and approval of materials: reviewing and approving all materials for your and your Patients’ use in the Platform or Patient Portal, including any Created Materials. We are entitled to rely on your approval of any Created Materials.
- Backing up Your Data: ensuring you have copies of Your Data stored outside of the Platform. We will not be liable if, for any reason, you cannot access Your Data within the Platform (for example, due to downtime or loss of access).
- User access and conduct: managing who has access to the Platform and ensuring that your personnel use it in accordance with these Terms. This includes keeping their access and login details secure and letting us know if they are compromised in any way.
- Legal compliance: complying with all applicable laws, including privacy and health information laws, when using the Platform or handling any information through it.
4.2 Use by Patients
The Platform is an administrative platform for use by the Practice to manage bookings, consents, and records for certain medical procedures. You may grant access to the Platform to the Practice’s patients (Patients) so they can use the patient-facing side of the portal to view or complete information, forms, or consents related to their procedures. You are responsible for managing Patient access and ensuring that any information shared with or through the Patient portal is appropriate and accurate. We may require Patients to accept our privacy policy and terms of use for the Patient portal.4.3 Acceptable use
You must (and ensure your personnel) only:- use the Platform for its intended purpose and in line with these Terms and all applicable laws; and
- upload or share information or content that you have the right and consent to use and that is not unlawful, offensive, or harmful (including viruses, or malicious code).
- attempt to access or interfere with parts of the Platform you are not authorised to use;
- copy, modify, reverse-engineer, or scrape the Platform; and
- share login details or access another person’s account without permission.
5. Fees and consideration
5.1 Fees and consideration
You must pay any agreed fees as set out in our quote, order, or invoice. If no fees apply, the consideration is the mutual obligations set out in these Terms. This includes us providing you with access to the Platform and you fulfilling your responsibilities in these Terms.5.2 Payment terms and tax
If no payment details are specified in our quote, order or invoice, the default is that we will invoice you monthly in advance, and each invoice must be paid within 30 days of its date. All amounts payable under this agreement are exclusive of taxes, unless otherwise stated.6. Service availability
6.1 Downtime
We aim to keep the Platform running smoothly but can’t guarantee uninterrupted access. Downtime may occur for maintenance, updates, or events outside our control. Where possible, we’ll give you notice either in advance or as soon as we can. We’re not liable for any loss, delay, or inconvenience caused by downtime outages.6.2 No liability for downtime
To the extent the law permits, we are not responsible for any loss, delay, or inconvenience caused by downtime or outages.7. Your Data and privacy
7.1 Ownership of Your Data
You own all data, information, materials, and records (including Patient information) that you or your personnel upload to, or generate in, the Platform (excluding Created Materials) (Your Data).7.2 Security of Your Data
We will:- store Your Data in Australia and store it securely; and
- only use it as needed to operate, maintain, and provide the Platform and related services, or as this agreement otherwise permits.
7.3 Your compliance with applicable privacy laws
You are responsible for ensuring that all of Your Data, including Patient and any other information, entered into the Platform is accurate, complete, and compliant with all applicable laws (including State and Commonwealth privacy and health laws). You must also make sure you have obtained all necessary Patients consents and authorisations to collect, store, and process their personal, sensitive, and/or health information through the Platform.7.4 Our compliance with applicable privacy laws
We will handle all personal information in accordance applicable privacy laws that apply to the relevant information or activity. Our handling of personal information is also governed by our Privacy Policy, available on our website.8. Our intellectual property rights
8.1 Platform and Created Materials
We own all rights (including intellectual property rights) in the Platform, its software, design, databases, documentation, and any materials, templates, videos, or other content we create for you (Created Materials) (including any improvements or updates of the same). You acknowledge that we may reuse or adapt Created Materials for other practices, provided we remove any of Your Data or identifying information.8.2 Your licence
We grant you a limited, non-exclusive, non-transferable licence to access the Platform and use Created Materials we provide to you only as necessary to obtain the benefit of the Platform and while this agreement is in effect. You must not copy, modify, distribute, or create derivative works from the Platform or Created Materials except as allowed by this agreement or by law.9. Metadata and feedback
We may:- collect and use non-identifiable metadata about how the Platform is accessed and used (for example, performance metrics, login times, feature usage, and technical logs); and/or
- ask you for voluntary feedback about the Platform.
10. Disclaimers
To the maximum extent permitted by law, you agree to the following:- All express or implied warranties, representations, or terms not stated in these Terms are excluded, including any about the quality, performance, fitness for purpose, or error-free operation of the Platform or Created Materials.
- The Platform is an administrative tool only. It helps the Practice manage bookings, consents, and records but does not provide medical, clinical, or diagnostic advice and is not a substitute for professional judgment. You are responsible for all medical decisions, patient communications, and consents obtained through or in connection with the Platform. Any Created Materials are provided for administrative convenience only and You must review and approve all such materials before using them.
11. Limitation of liability
11.1 Liability cap
To the maximum extent permitted by law:- we are not liable for any loss of profit, revenue, data, goodwill, or business opportunity, or for any indirect, special, or consequential loss;
- our total aggregate liability for all claims arising out of or relating to this agreement will not exceed, as applicable:
- the total fees you paid to us in the 12 months before the event giving rise to the claim; or
- $1000 where no fees are payable; and
- our sole responsibility for lost or corrupted data is limited to restoring it from the most recent available backup (if possible) and we are not responsible for any loss or damage caused by or related to:
- the Platform being unavailable, faulty, or interrupted (including for maintenance, updates, or events outside our control);
- delayed, lost, corrupted, or inaccessible data;
- incorrect or incomplete data provided by your or your personnel;
- viruses, malware, or other harmful elements; or
- reliance on information or materials (including Created Materials) generated or displayed through the Platform.
12. Force majeure
We are not responsible for any delay or failure to perform our obligations under this agreement if it is caused by an event outside our reasonable control (including natural disasters, power outages, internet or hosting failures, pandemics, strikes, or government restrictions). If this happens, we will take reasonable steps to minimise the impact and resume our obligations as soon as we can.13. Termination
13.1 Termination for convenience
Either of us may terminate this agreement by giving the other at least 30 days’ written notice, unless we have agreed to a fixed term, in which case your right to terminate for convenience will arise once the fixed term expires and applies during any monthly renewals.13.2 Termination for breach
Either of us may terminate this agreement immediately by written notice if the other party:- commits a material breach of this agreement that cannot be remedied; or
- fails to remedy a material breach within a reasonable time (not less than 14 days) after receiving written notice requiring it to do so.
13.3 Effect of termination
When this agreement ends:- your right to access and use the Platform will stop;
- you must pay any outstanding fees; and
- you will have 30 days (unless we agree otherwise) from the date of termination to download or export any of Your Data you wish to keep, after which we may delete Your Data (subject to retaining anything we’re required to retain for regulatory or legal purposes).
14. Variations to these Terms
These terms may be varied as follows:- We may update or vary these Terms by giving you notice (for example, by email or through the Platform).
- If the change does not materially affect your rights, obligations, or access to the Platform, we can make it without your consent. It will take effect after the notice period stated in the notice (or, if none is stated, after 30 days).
- If you object to a change, you may terminate this agreement on 30 days’ written notice, even if you are on a fixed term. The change will not apply during that 30-day notice period.
- If we don’t hear from you within the notice period, we’ll assume you accept the change, and it will take effect at the end of that period.
- All other changes must be agreed in writing by both of us.