Terms of Service

1. Agreement to These Terms

These Terms of Service (“Terms”) form a binding agreement between you and Caipabuild.ai (“Caipabuild”, “we”, “us” or “our”) and govern your access to and use of our website, web application and related services (together, the “Service”).

By accessing or using the Service, creating an account, joining our waitlist, or clicking to accept these Terms, you agree to be bound by them and by our Privacy Policy, which is incorporated by reference. If you do not agree, you must not access or use the Service. If a separate written agreement or order form between your organisation and us covers the Service, that agreement prevails to the extent of any inconsistency with these Terms.

2. Eligibility and Business Use

The Service is provided for business, professional and organisational use only. It is not intended for personal, household or consumer purposes. By using the Service, you represent and warrant that:

• you are at least 18 years old;
• you are using the Service in the course of a business or for organisational purposes;
• if you use the Service on behalf of an organisation (a “Customer”), you have the authority to bind that organisation to these Terms, in which case “you” means that organisation and its authorised users; and
• the information you provide to us is accurate, current and complete.

3. Definitions

• Authorised User means an individual whom a Customer permits to access and use the Service.
• Customer Data means the data, content and information that you or your Authorised Users submit to, or generate through, the Service, including frameworks, assessment inputs and responses.
• Output means the frameworks, assessments, proficiency insights, learning plans, reports and other results that the Service generates, including by using artificial intelligence.
• Intellectual Property Rights means all current and future intellectual property rights worldwide, whether registered or unregistered.

4. The Service

Caipabuild provides an AI-assisted platform for building capability frameworks, running self-assessments and AI-assessments of proficiency, and generating personalised, on-the-job learning plans that can be synced to a work calendar. We may add, change, suspend or remove features of the Service from time to time to improve it or for operational, legal or security reasons.

We grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Service for your internal business purposes during the term of your subscription or authorised access, subject to these Terms.

5. Accounts and Security

To access certain features you must register for an account. You agree to provide accurate information, keep it up to date, and keep your login credentials confidential. You are responsible for all activity that occurs under your account and for the acts and omissions of your Authorised Users as if they were your own.

You must notify us promptly at stu@caipabuild.ai if you become aware of any unauthorised access to or use of your account or any other security incident. We are not liable for any loss arising from unauthorised use of your account that results from your failure to keep your credentials secure.

6. Your Responsibilities

You are responsible for:

• your Customer Data, including its accuracy, quality, legality and the means by which you acquired it;
• obtaining all necessary rights, consents and notices to collect and submit Customer Data (including any personal information of your personnel) to the Service and to allow us to process it in accordance with these Terms and our Privacy Policy;
• ensuring that your use of the Service and the Output complies with all laws that apply to you, including employment, workplace, privacy and anti-discrimination laws;
• configuring the Service appropriately and maintaining the security of your systems, devices and networks; and
• the acts and omissions of your Authorised Users.

7. Acceptable Use

You must not, and must not permit any person to:

• use the Service in any unlawful, fraudulent, harmful or deceptive manner, or for any purpose that is not expressly permitted by these Terms;
• infringe or misappropriate the Intellectual Property Rights, privacy or other rights of any person;
• upload or transmit any material that is unlawful, defamatory, harassing, discriminatory, obscene, or that contains viruses or malicious code;
• gain or attempt to gain unauthorised access to the Service, related systems, or the accounts or data of others;
• probe, scan, test the vulnerability of, or interfere with the integrity or performance of the Service, or circumvent any security or usage limits;
• copy, modify, translate, reverse engineer, decompile or create derivative works of the Service or any part of it, except to the extent this restriction is prohibited by law;
• resell, rent, lease, sublicense, distribute or otherwise make the Service available to any third party, or use it to build or train a competing product or service;
• use any automated means to access the Service or extract data except through interfaces we expressly provide, or place an unreasonable load on our infrastructure; or
• remove, obscure or alter any proprietary notices on the Service.

We may investigate suspected breaches of this section and cooperate with law enforcement authorities where appropriate.

8. Customer Data

As between you and us, you own all right, title and interest in your Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit, display and otherwise use Customer Data solely to provide, secure, maintain and improve the Service, to generate Output for you, and as otherwise permitted by these Terms and our Privacy Policy.

We may create and use de-identified and aggregated data derived from use of the Service (which does not identify you, any individual or any Customer) for our lawful business purposes, including to operate, analyse and improve the Service.

9. Intellectual Property

The Service, including all software, models, text, graphics, designs, user interfaces and other materials (excluding Customer Data), and all Intellectual Property Rights in them, are and remain the exclusive property of Caipabuild and its licensors. Except for the limited rights expressly granted to you in these Terms, no rights are granted to you, whether by implication, estoppel or otherwise.

“Caipabuild”, “caipabuild.ai” and our logos are our trade marks. You must not use them without our prior written consent.

Feedback. If you provide us with suggestions, ideas or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate that feedback without any obligation or compensation to you.

10. AI-Generated Output and No Professional Advice

The Service uses artificial intelligence to generate Output. Given the nature of AI, Output may be incomplete, inaccurate or unsuitable for a particular purpose, and similar inputs may produce different results. As between you and us, and subject to our rights in the underlying Service, you are responsible for the Output you generate and for your use of it.

The Output is provided for general informational purposes to support decision-making. It does not constitute professional, legal, employment, financial or human-resources advice, and it is not a substitute for the exercise of independent professional judgement. You are solely responsible for reviewing, validating and deciding whether and how to act on any Output, and for any decisions you make about individuals. You must not rely on the Output as the sole basis for any decision that has a legal or similarly significant effect on a person.

11. Third-Party Services

The Service may interoperate with third-party products and services (for example, identity providers, calendar services and payment processors). Your use of those third-party services is governed by their own terms and privacy policies, and we are not responsible for them. If a third-party service ceases to be available or changes, we may cease providing related features without liability to you.

12. Fees, Subscriptions and Payment

Some features of the Service are offered on a paid basis. Where you subscribe to a paid plan, you agree to pay all applicable fees set out in the relevant order form or plan description. Unless stated otherwise, fees are exclusive of taxes (such as GST), which you are responsible for paying. Fees are non-refundable except as required by law or expressly stated in your plan.

We may change our fees on reasonable notice, with changes taking effect from your next billing period. If you access the Service on a free, trial or beta basis, we may modify or discontinue that access at any time.

13. Service Availability and Beta Features

We aim to make the Service available reliably, but we do not warrant that it will be uninterrupted, timely, error-free or secure. The Service may be unavailable from time to time due to maintenance, updates, or factors beyond our reasonable control. We may schedule maintenance and will use reasonable efforts to limit disruption.

We may offer features that are identified as beta, preview or experimental. These are provided “as is” for evaluation, may be changed or withdrawn at any time, and are excluded from any service commitments to the maximum extent permitted by law.

14. Disclaimer of Warranties

Except as expressly stated in these Terms and to the maximum extent permitted by law, the Service and all Output are provided “as is” and “as available”, without warranties or representations of any kind, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or that the Service or Output will meet your requirements or be accurate, complete or reliable.

Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy that applies to you under law and that cannot lawfully be excluded, restricted or modified (see Section 15).

15. Limitation of Liability

Non-excludable rights. Certain laws, including the Australian Consumer Law under the Competition and Consumer Act 2010 (Cth) and, in New Zealand, the Consumer Guarantees Act 1993, may confer rights, guarantees and remedies that cannot be excluded, restricted or modified. Nothing in these Terms excludes, restricts or modifies those rights. However, most supplies under these Terms are of a business nature, and to the extent the New Zealand Consumer Guarantees Act permits, the parties agree it does not apply where the Service is acquired for business purposes.

Limitation where liability can be limited. To the extent our liability arises from a failure to comply with a non-excludable guarantee and the law allows us to limit that liability, our liability is limited, at our option, to re-supplying the relevant part of the Service or paying the cost of having it re-supplied.

Exclusion of certain loss. To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential or punitive loss, or for any loss of profits, revenue, business, goodwill, anticipated savings, or loss or corruption of data, however arising, whether in contract, tort (including negligence), under statute or otherwise, even if advised of the possibility of such loss.

Liability cap. To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with the Service and these Terms will not exceed the greater of (a) the total fees paid or payable by you to us for the Service in the twelve (12) months immediately before the event giving rise to the liability; or (b) AUD $100.

Each party must take reasonable steps to mitigate its loss. These limitations apply to the maximum extent permitted by law and reflect an agreed allocation of risk.

16. Indemnity

You agree to indemnify and hold harmless Caipabuild and its officers, employees and agents from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with (a) your Customer Data; (b) your use of the Service or Output in breach of these Terms or applicable law; (c) your breach of Section 6 (Your Responsibilities) or Section 7 (Acceptable Use); or (d) any claim that your Customer Data or your use of the Service infringes the rights of a third party. We will notify you of any such claim and may participate in its defence with our own counsel at our expense.

17. Suspension and Termination

You may stop using the Service and close your account at any time. We may suspend or terminate your access to all or part of the Service, with or without notice, if:

• you breach these Terms and, where the breach is capable of remedy, fail to remedy it within a reasonable time of being notified;
• you fail to pay fees when due;
• we reasonably believe your use poses a security, legal or reputational risk to us, the Service or others; or
• we are required to do so by law or by a third-party provider.

On termination, your right to access the Service ceases and any licences granted to you under these Terms end. We may delete Customer Data in accordance with our data retention practices; where reasonably practicable and requested before deletion, we will make Customer Data available for export for a limited period. Any provisions that by their nature should survive termination (including Sections 8 to 10 and 14 to 21) will survive.

18. Confidentiality

Each party may be given access to information of the other that is marked as, or would reasonably be understood to be, confidential (“Confidential Information”). Each party agrees to keep the other’s Confidential Information confidential, to use it only for the purposes of these Terms, and to protect it using at least the same degree of care it uses for its own confidential information. This section does not apply to information that is or becomes public through no fault of the receiving party, is lawfully obtained from a third party, is independently developed, or is required to be disclosed by law.

19. Privacy

Our collection, use and disclosure of personal information in connection with the Service is described in our Privacy Policy. By using the Service, you acknowledge that you have read the Privacy Policy and, where you submit personal information about others, that you have the necessary authority and consents to do so.

20. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will take reasonable steps to notify you, such as by posting the updated Terms with a new “Last updated” date or by contacting you. Changes take effect when posted unless stated otherwise. Your continued use of the Service after the changes take effect constitutes your acceptance of the updated Terms. If you do not agree, you must stop using the Service.

21. Governing Law and Jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them or the Service (including non-contractual disputes), are governed by the laws in force in the State or Territory of Australia in which Caipabuild has its principal place of business, and the laws of the Commonwealth of Australia that apply there. Each party submits to the non-exclusive jurisdiction of the courts of that place and the courts competent to hear appeals from them.

If you access the Service from New Zealand, elsewhere in Asia, or any other location, you do so on your own initiative and are responsible for compliance with local laws. This section does not deprive you of the protection of any mandatory consumer or other laws of your own country that cannot be excluded by agreement.

22. General

• Entire agreement. These Terms, together with the Privacy Policy and any applicable order form, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements on that subject.
• Severability. If any provision is found to be unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will continue in full force.
• Waiver. A failure or delay in exercising a right is not a waiver of that right.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition or sale of assets.
• Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control.
• Notices. We may provide notices to you via the Service or the contact details associated with your account. You may contact us using the details below.
• Relationship. The parties are independent contractors, and nothing in these Terms creates a partnership, agency or joint venture.

23. Contact Us

If you have any questions about these Terms, please contact us at stu@caipabuild.ai.