Terms & Conditions



- This website is owned and operated by Upvio Healthtech Pty Ltd ABN 35 657 030 192 (hereafter referred to as ‘us’, ‘we’ and ‘our’). Your continued use of our website indicates your agreement to these terms and conditions of use (Terms).

- Our Privacy Policy sets out how we (a) store and use your personal information and how you may access and correct your personal information; (b) how you can complain to us about the handling of your personal information; and (c) how we will handle any complaint. Please contact us if you have any further queries about our privacy policies or procedures: support@cogsworth.com.


- We have developed and provide access for you under these terms, to access our software known as Cogsworth, a cloud based calendar booking and scheduling service which permits you to take and schedule bookings for your business. Cogsworth is a clever scheduling application that may “learn” and suggest improvements to your business schedule with time. At such a time when this feature becomes available, you will be given the option of opting into this. Cogsworth is a product that can just as easily be used for private meeting organisation as well as large scale business schedules and time management.


- You will need to be a registered user of our website in order to access certain functions or features of our website, which may include using Cogsworth or accessing certain features or products which we may offer from time to time.

- When you register and activate your account with us, you will need to provide us with personal information including your name, business name, email address and other personal information. You warrant that this information is true and correct and that you are creating an account to use for yourself and not on behalf of any other person. We will treat your personal information in accordance with our Privacy Policy.

- We may disclose limited information you (or your customers or clients) provided to us during the course or using Cogsworth with third parties who help us deliver our services (including information technology providers, communication providers and our business partners and related entities) or as required at law.

- If you do not provide us with your personal information, we may not be able to provide all our products or services to you, including access to Cogsworth. We may limited disclose your personal information to recipients that are located outside of Australia, including technology partners located in the United States of America.

- When you register with us, you will be required to enter a password. You are responsible for keeping your email and password secure at all times and remain responsible for any activity or use performed using your username. You must use a strong password and keep that password secret and secure at all times.

- If you register on behalf of a company, business, partnership or on behalf of a trust or unincorporated association, you agree to ensure that to the extent any other person within that company, business, partnership or trust (and including any of your customers or potential customers) uses Cogsworth or our website (including when using your login information), they will do so strictly in accordance with these terms.


- Certain features or functions of our website (including the use of Cogsworth) are available only to registered subscribers (Subscribers). We offer different subscription plans which contain different levels of functionality for our Subscribers. Minimum subscription periods may apply.

- If you select a subscription plan you agree that you will (a) pay any fee associated with that plan on the intervals stated in that plan by the methods of payment nominated on our website; and (b) only use those features or resources identified in that plan.

- Cogsworth is constantly being improved. As such, we reserve the right to change the services, functions and resources contained in any subscription plan or the period of time (including any minimum period) applying to any subscription plan.

- If the subscription plan you have selected ceases to be offered to the public or is altered, we may provide you with notice of the change to your nominated email address which will take effect at the end of your current subscription period. A change in your subscription plan may cause some or all of Your Content to be deleted or altered.

- We may (at our sole discretion) permit you to continue on a subscription plan despite that plan being no longer offered or that plan being otherwise changed. If we permit you to maintain such a subscription plan, you will not be entitled to re-select that plan if you cancel or permit your account or current subscription to lapse. We may also notify you at any time that your grandfathered plan may terminate on a nominated date and by that date you must either cancel your use of Cogsworth or select another subscription plan, failing which we may migrate your account to another plan in our sole discretion and you agree to pay any fees associated with that new plan.

- We may offer a free trial period or limited free plan during which you may use Cogsworth and decide if our offering is appropriate for your needs. At the end of any trial period we may alter the ability of any trial Subscriber to access Cogsworth. We may also extend any trial period in our sole discretion.

- Unlmitted SMS is governed by "fair use" which sees the total number of standard text sized SMS limited to 300 per month. Excess charges may apply if fair use is exceeded.

Your content

- During the course of your use of Cogsworth or our website, you (or your customers) may provide, or enable other software applications you use to provide, information to us which may include data, text, music, images, videos or other material of any kind capable of being transmitted electronically (Your Content).

- You agree and warrant that Your Content will be (a) your own (or your customers or potential customers own) creation; or (b) that you are entitled to use Your Content; and (c) that our use of Your Content will not breach any third party’s intellectual property rights (whether created by you or your customers or potential customers).

- Your Content remains at all time your personal responsibility. You agree that you will remain liable for any claims of any kind relating to Your Content, including in respect of defamation, breach of intellectual property rights, breach of privacy or any other claim arising from your Content. You hereby indemnify us for any loss or damages suffered howsoever arising (including legal costs on a full indemnity basis or otherwise) from a breach of this clause.

- You agree not to request and not to include in Your Content anything which might be reasonably considered to be offensive, inaccurate, misleading, defamatory, fraudulent or illegal under the laws of Australia.

- By submitting Your Content (or authorising any software to provide us with Your Content) you grant to us a license to use Your Content for the purposes of delivering and permitting you to use Cogsworth. We may store or transmit Your Content and other data you provide to us, including personal information, to offshore locations as part of delivering our service to you, including transmitting your data to or via the United States of America. We take great care to ensure this data is secure. Cogsworth may retain your data after you terminate your agreement with us, unless you explicitly state you would like this data to be deleted. You may ask for any of your data that we do have to be removed by emailing support@cogsworth.com.au. We do not intend on using, selling or exploiting your data. See our Privacy Policy for more information.

Prohibited use

- You further agree not to use our website or Cogsworth to solicit, request or distribute any material (including Your Content) which: (a) promotes racism, bigotry or hatred or encourages physical harm of any kind against any particular group or individual; (b) might be reasonably considered to be harassment or advocating for the harassment of any person or group; (c) is pornographic or promotes pornographic or sexually explicit material of any kind; (d) is abusive, threatening, obscene, defamatory or libelous; (e) is illegal; (f) infringes any third party’s intellectual property rights; (g) defames any person; (h) is derogatory towards any person or company or brand; (i) promotes the unauthorised or illegal copying of another party’s copyrighted works; (j) provides instructions concerning the performance of illegal activities; (k) solicits passwords or other personally identifying information form any other user for a purpose other than the permitted use of our Website; (l) involves the sending of unsolicited electronic or physical mail or an act in breach of the SPAM Act; or (m) promotes any contests, sweepstakes, advertising or pyramid scheme(s).
- We reserve the right to remove Your Content at any time and for any reason, including if we believe that Your Content is in breach of any obligation under these terms, or if any of our hosting, network or third party providers considers Your Content breaches any of their terms in force from time to time between us and those providers or requests that we remove Your Content for any reason.

Cancellation and termination

- You may cancel or terminate your account with Cogsworth at the end of any applicable subscription period by emailing support@cogsworth.com, you may downgrade your plan at anytime.
- If you do not make payment of fees for your subscription, your account may be suspended or terminated without notice. You agree to pay interest to us at the rate of 1.5% monthly on any amounts which fall due under these terms, including any fee for subscription plans. Should any reverse charges or credit card challenges be applied to your account erroneously, you agree to reimburse Cogsworth the full challenged amount as well as a $150 administration fee, which can be automatically charged to your account.
- We may terminate your account with seven days notice if you are found to be in breach of our terms and conditions.

On cancellation or termination of your account for any reason:

- you will no longer be charged any further fees for access to Cogsworth beyond your current paid up subscription period; and
- if you had already paid for a subscription period, you will remain able to access the plan until the end of your current paid up subscription period and you will not be entitled to a refund for any unused time or features in respect of your account; and
- we may delete all Your Content and any other data that you have provided to us. If that occurs, we will not be able to recover that data for you once it has been deleted.

Information contained on our website

- The content and information we present on our website is intended to provide a summary of the subject matter covered. While we use all reasonable steps to ensure the accuracy and completeness of information and Our Content, to the greatest extent permitted by law, including the Australian Consumer Law, we give you no warranty concerning the accuracy or completeness of Our Content or information provided to you. Our Content and information on our website may change without notice, but we do not warrant that we will keep Our Content or information updated. We are not liable to you or anyone else if Our Content or information on our website is not up-to-date, accurate or complete.

- We are not liable to you or anyone else if any part of our website (or a website we link to) causes interference with or damage to your computer systems (including your mobile devices). You must take such precautions as you feel are sufficient to protect yourself from any malware, viruses or any other way in which our website (or a website we provide a link to) could damage your computer systems (including your mobile devices and software).


- From time to time we may offer certain campaigns, promotions or contests. If and when we offer these, additional terms and conditions may apply to those campaigns, promotions or contests and you must agree to those additional terms. In the event of any inconsistency between these terms and the terms of any campaign, promotion or contest, the latter terms prevail over these terms to the extent of such inconsistency.

Consumer guarantees

- In Australia, our goods and services may come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in these terms and conditions purports to modify or exclude the conditions, warranties and undertakings, and any other legal rights, arising under the Australian Competition and Consumer Act or any other laws. Any and all other warranties or conditions which are not guaranteed by the Australian Consumer Law or the Competition and Consumer Regulation 2010 are expressly excluded where permitted, including any imposing liability for loss of expectations, loss of profits, incidental or consequential loss or damage caused by a breach of any express or implied warranty or condition.

- To the extent that we are in breach of any consumer guarantee, your sole remedy will be for us to provide to you the features or service that was previously provided, or to pay for those features or services to be re-performed for you.


- We do not warrant or represent that Cogsworth or our website will be available to you at all times or that it will meet your particular needs.

- You acknowledge that your ability to access Cogsworth and our website is dependent on third party providers, including your own internet access and via our network and hosting providers. Service and access to Cogsworth or our website may be interrupted by network outages or other factors beyond our control including denial of service or other malicious attacks. We accept no liability arising from any lack of availability to Cogsworth due to factors beyond our control.

- We may interrupt your access to Cogsworth or our website to perform repairs or maintenance or to introduce new features or services or due to reasons beyond our control. In the event Cogsworth or our website is not available due to reasons beyond our control, we will undertake reasonable steps to restore public access to our website and Subscriber access to Cogsworth.

Support services

- If you are a Subscriber you may be entitled (depending on the plan you have selected) to technical support services as part of your subscription.

- If you require support, you agree to follow our procedures in place from time to time for the resolution of technical issues with Cogsworth, and to provide us with such reasonable assistance (at your own cost) as we may require to address your support request.


- To the maximum extent permitted at law, including under the Australian Consumer Law, we provide and make no warranties or representations about this website, Cogsworth or Our Content, including but not limited to any warranties or representations that the website or Our Content will be complete, accurate, up-to-date, that your access to the website or Our Content will be free from interruptions or errors, or free from viruses. While we will take reasonable steps to secure our website, we cannot warrant that it is secure.

- Our services do not include detailed monitoring or oversight of (a) Our Content; (b) Your Content; (c) other users content; (d) your Subscription; or (e) verification of any dates or times or other information provided to us.

- While we prohibit subscribers from uploading content which may be objectionable, we do not warrant that any of the content on Cogsworth or our website generated by other users will be free from any offensive statements or material.


- We will operate Cogsworth with the reasonable skill and care of an online service provider.

- To the maximum extent permitted at law, including under the Australian Consumer Law, we shall not be liable to you for any direct or indirect loss, damage or expenses, howsoever arising, which may be suffered as a result or in connection with your use of our website, Cogsworth or Our Content or as a result of Cogsworth or our website not being accessible or as a result of any of Our Content not being correct, complete, or up-to-date.

- Your use of Cogsworth and our website is on the basis that Our Content and Cogsworth is provided on an ‘as is’ basis and that you have made reasonable enquiries and satisfied yourself that Cogsworth and Our Content is suitable for your circumstances without any reliance on any representations made (orally or in writing) by us or our employees or agents.


- In the event that you have any kind of dispute with another user of Cogsworth, you agree to pursue such dispute independently of us and to release and indemnify us from any claims, liability or damage arising from such a dispute

- You agree to indemnify and hold harmless us, our subsidiaries affiliates, directors, agents, partners and employees from any claim or demand (including legal costs on a full indemnity basis) arising in connection with your breach of any of these terms.

Linked sites

- Our website may contain hyperlinks to websites operated by third parties. Those links are provided for your convenience only and may not remain current or be maintained in the future. Unless expressly stated to the contrary, we do not endorse and are not responsible for the content on those linked websites and have no control over or rights in those linked websites. We may place links to referral programs within our website pursuant to which we may obtain a financial benefit if you visit such a link and then make a purchase from a third party website.

Intellectual Property rights and license

- The contents of our website, including its “look and feel” (such as text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including programs) and other material (Our Content) are protected under applicable laws.

- Unless otherwise stated, we own or hold a licence from third parties all of the rights, title and interest (including copyright, designs, patents, trademarks and other intellectual property rights) in Our Content, Cogsworth and our website.

Subject to the terms and conditions in these terms:

- we grant you a limited licence to access the website and view and use Our Content and;

- if you are a Subscriber, conditional upon you paying any applicable fee and not being in breach of these terms, we grant you a limited licence to access the current version of Cogsworth service during the time that you are a Subscriber. Following any updates to Cogsworth your license transfers and is applicable to that version of Cogsworth.

- Any reproduction or redistribution of this website or Our Content or Cogsworth is strictly prohibited and may result in civil or criminal penalties being sought against you.

No resale of Cogsworth

- This website and Cogsworth are provided for you use either personally or in your business in the form provided only. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, create derivative works from, transfer, or sell any of Our Content, software, products or services contained within this website, or any part of Cogsworth unless authorised by us in writing. You may not use this website, or any of Our Content, to further any commercial purpose beyond the functions enabled by Cogsworth, including any advertising or advertising revenue generation activity on your own website, or by seeking to operate a calendar booking website or online business whether or not that is in competition with us.

Proper use

- You are prohibited from doing any act that we, acting reasonably, consider to be inappropriate, or is unlawful or prohibited by any laws applicable to our website, including but not limited to any act which would constitute a breach of privacy, using this website to defame or libel us, our employees or any other individuals.

- You must not seek to reverse engineer the code contained in our website or upload files or content which contain viruses or malware which may cause damage to our property or the property of other individuals or post or transmit to our website any material which we have not authorized including material which is, in our sole opinion, likely to cause annoyance, or which is racist, defamatory, obscene, threatening, pornographic or otherwise or which is detrimental to or in violation of security protocols.

- If we permit you to post any information, such as comments or other content, to our website, we reserve the sole right to remove that information without notice to you. If you are permitted to post information to our website, in doing so you agree that you are deemed to have granted us a irrevocable and unlimited license to use any of that information in any manner we see fit.

- The support and features you are permitted is governed by the plan to which you are subscribed.

General matters

- If any part of these terms is found to be void or unenforceable then it is deemed to be severed from these terms and the balance of the Terms will be read without that part.

- These terms override any prior representations or promises as to the performance of our website or Cogsworth including any representations made on our website to the extent those representations go beyond the matters state under the paragraph following the heading “Cogsworth” above.

- In the event that any dispute arises between you and us, you agree to set out in writing to us the nature of your dispute, including sufficient particulars for us to be able to understand the nature of your complaint, prior to you commencing any legal proceedings against us (or joining us to ongoing legal proceedings). If we request, you agree to attend mediation in accordance with the Mediation Rules of the Resolution Institute. You agree to keep confidential any matters passing between us in connection with any dispute or mediation in perpetuity.

- For the purposes of delivery of any notices required under these terms, you agree to accept delivery of such notices via the email address you nominate from time to time in your profile, or if you have deleted your profile, the last email address you nominated in your profile, with delivery of such notice deemed to have occurred 3 hours after the sending of any email to you.

- Your use of this website, Cogsworth (if applicable) and these terms are governed by the law of New South Wales and you agree to submit to the non-exclusive jurisdiction of the courts in New South Wales in respect of any dispute arising from these terms.