Terms and Conditions
these Terms are defined as set out in the Definitions section at the end of these Terms.
1. ABOUT THE WEBSITE
1.1 Welcome to the Website which facilitates interactions between Clients and Learning Experts, making it easier for
the Client and the Learning Expert to locate, communicate, arrange payment and deliver services in a fast and
secure manner. We are not a party to any contractual agreements between the Client and a Learning Expert in
the online venue, we merely facilitate connections between the parties.
1.2 Access to and use of the Website is provided by Change Republic. Please read these Terms carefully. By using,
browsing and/or reading the Website, this signifies that you have read, understood and agree to be bound by the
Terms. If you do not agree with the Terms, you must cease usage of the Website immediately.
1.3 Change Republic reserves the right to review and change any of the Terms by updating this page at its sole
discretion by posting amended terms on the Website, without notice to you. Any changes to the Terms take
immediate effect from the date of their publication.
2. ACCEPTANCE OF THE TERMS
You accept the Terms by using the Website. You may also accept the Terms by clicking to accept or agree to the
Terms where and if this option is made available to you by Change Republic in the user interface.
3. CHANGE REPUBLIC SERVICES
3.1 In order to access the Change Republic Services you may be required to register for an Account through the
3.2 As part of the registration process, or as part of your continued use of the Change Republic Services, you may be
required to provide personal information about yourself (such as identification or contact details), including:
(a) Email address
(b) Preferred username
(c) Telephone number
(e) company name
3.3 You warrant that any information you give to Change Republic in the course of completing the registration,
joining or posting process will always be accurate, correct and up to date.
3.4 Once you have completed the registration, joining or posting process you will be a registered user of the Website
and agree to be bound by the Terms.
3.5 You may not use the Change Republic Services and may not accept the Terms if:
(a) you are not of legal age to form a binding contract with Change Republic; or
(b) you are a person barred from receiving the Change Republic Services under the laws of Australia or other
countries including the country in which you are resident or from which you use the Services.
(c) are suspended from using the Website; or
(d) do not hold a valid email address.
4. YOUR OBLIGATIONS AS A USER
4.1 As a User, you agree to comply with the following:
(a) the Code of Conduct;
(b) you will not share your profile with any other person;
(c) you have sole responsibility for protecting the confidentiality of your password and/or email address. Use of your
password by any other person may result in the immediate cancellation of the Change Republic Services;
(d) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to
immediately notify Change Republic of any unauthorised use of your password or email address or any breach of
security of which you have become aware;
(e) access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for
the purposes of providing or receiving the Change Republic Services;
(f) any automated use of the Website or its Change Republic Services is prohibited.
5. USING THE WEBSITE AS A CLIENT
5.1 The Client agrees to provide accurate details of a Project that they post.
5.2 The Client acknowledges that pricing included in the first proposal is indicative may be revised after the face to
face interview discussion.
5.3 The Client will review all proposals sent by Change Republic by email or similar online system as developed by
5.4 The Client agrees to conduct shortlist interviews online via video conferencing platform.
5.5 The Client acknowledges that Change Republic uses a range of software tools in the operation of the post a
project and book an expert functionality including but not limited to; hubspot, zoom, acuity, stripe and typeform.
6. FEES AND SERVICES
We charge fees for certain Change Republic Services, such as introduction fees for Projects, listing upgrades and
memberships. When you use a Change Republic Service that has a fee, you have an opportunity to review and
accept the fees that you will be charged based on our schedule of Fees and Charges which we may change from
time to time and will update by placing on our Website. We may choose to temporarily change the fees for our
services for promotional events (for example, discounts on concierge services) or new services, and such
changes are effective when we post a temporary promotional event or new service on the Websites, or as
notified through promotional correspondence.
Unless otherwise stated, all fees are quoted in Australian Dollars.
7.1 By Change Republic offering the Change Republic Services to you, you agree that Change Republic will charge
the Client a deposit as outlined in schedule of Fees and Charges.
7.2 All online payments made in the course of your use of the Change Republic Services are made using Stripe or
Paypal. In using the Website, the Change Republic Services or when making any payment in relation to your use
of the Services, you warrant that you have read, understood and agree to be bound by the Stripe terms and
conditions which are available on their Website.
7.3 Change Republic will contact the Client on the week of service delivery and provide an invoice for the balance of
the Learning Expert Services on 14 day terms. Change Republic will pay the Learning Expert within 7 days of
receiving payment from the Client.
7.4 Learning Experts and Clients accessing concierge services will pay Change Republic within 14 days of being
8. PAYMENT DISPUTES AND CANCELLATIONS
8.1 Since Change Republic is only a facilitator in introducing the Client to the Learning Expert by providing a system
to make online payment, Change Republic does not hold any liability to the Client directly and will not personally
refund them any payments made in relation to the use of Learning Expert Services.
8.2 Notwithstanding the above clause, if a Client is unsatisfied with the services provided by the Learning Expert
then Change Republic requires the Client to:
(a) contact the Learning Expert directly to resolve the dispute;
(b) if contacting the Learning Expert is not successful after fourteen (14) days, contact Change Republic through the
‘Contact Us’ section of the Website outlining why you believe you are entitled to a refund so we are able to
determine if the Learning Expert should be removed from the Website.
8.3 If contacted by a Client who is requesting a reduction to their invoice pursuant to the above clause, the Learning
Expert agrees that it will immediately:
(a) complete the Change Republic refund request form (the ‘Request Form’) provided at the time; and
(b) provide both the Request Form and the email from the Client requesting the change to the invoice to Change
8.4 If the Learning Expert agrees to non payment of the balance of the invoice or a reduction to the balance of the
invoice it is acknowledged that the Learning Expert will instruct Change Republic to change the invoice on the
terms agreed by the Learning Expert.
8.5 If the Client cancels the booking up to 21 days prior to the planned delivery of the service the Client will pay 50%
of the total service fee, and the Learning Expert will receive 30% of this. Change Republic will keep their booking
fee. If the Client cancels the booking within 21 days of the planned service delivery the Client will pay the invoice
8.6 Learning Expert – Inability to provide services
(a) If the Learning Expert is unable to provide the service due to illness or other reason the Learning Expert agrees to
contact Change Republic at the earliest reasonable date and advise Change Republic. Change Republic will then
provide the Client alternative Learning Expert options.
(b) Client agrees to review the profiles of an alternative Learning Expert promptly and accept the alternative Learning
Expert if feasible. If the alternatives are not suitable Change Republic will refund the deposit within 7 days.
(c) Change Republic reserves the right to remove a Learning Expert from the Change Republic community if
repeated instances of cancellation or late cancellation occur.
(d) Change Republic is not responsible for costs or compensation for damages of either party in the case of
8.7 Both the Client and Learning Expert agree that they will comply with the Dispute Policy contained in of these
9. COPYRIGHT AND INTELLECTUAL PROPERTY
9.1 The Website, the Change Republic Services and all of the related products of Change Republic are subject to
copyright. The material on the Website is protected by copyright under the laws of Australia and through
international treaties. Unless otherwise indicated, all rights (including copyright) in the Change Republic Services
and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images,
audio clips, Website, code, scripts, design elements and interactive features) or the Change Republic Services are
owned or controlled for these purposes, and are reserved by Change Republic or its contributors.
9.2 All trademarks, service marks and trade names are owned, registered and/or licensed by Change Republic, who
grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a User to:
(a) use the Website pursuant to the Terms;
(b) copy and store the Website and the material contained in the Website in your device’s cache memory; and
(c) print pages from the Website for your own personal and non-commercial use. Change Republic does not grant
you any other rights whatsoever in relation to the Website or the Change Republic Services. All other rights are
expressly reserved by Change Republic.
9.3 Change Republic retains all rights, title and interest in and to the Website and all Change Republic Services.
Nothing you do on or in relation to the Website will transfer any:
(a) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright,
(b) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
(c) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or
modification of such a thing, system or process), to you.
9.4 You may not, without the prior written permission of Change Republic and the permission of any other relevant
rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public,
adapt or change in any way the Change Republic Services or third party Services for any purpose, unless
otherwise provided by these Terms. This prohibition does not extend to materials on the Website, which are
freely available for re-use or are in the public domain.
9.5 Where you broadcast, publish, upload, transmit, post or distribute Your Content on the Website, then you grant to
Change Republic a non-exclusive, transferrable, perpetual, royalty-free, irrevocable, worldwide licence to
broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change
9.6 You represent and warrant that Your Content:
(a) will not infringe upon or misappropriate any copyright, patent, trademark, trade secret, or other intellectual
property right or proprietary right or right of publicity or privacy of any person;
(b) will not violate any law or regulation;
(c) will not be defamatory or trade libellous;
(d) will not be obscene or contain child pornography;
(e) will not contain material linked to terrorist activities
(f) will not include incomplete, false or inaccurate information about User or any other individual; and
(g) will not contain any viruses or other computer programming routines that are intended to damage, detrimentally
interfere with, surreptitiously intercept or expropriate any system, data or personal information.
9.7 You acknowledge and agree that we may transfer your personal information to a related body corporate and your
information may be transferred outside of Australia. If you wish to withdraw your consent, you acknowledge and
agree that we may be unable to provide you with access to the Website and Change Republic Services and may
close your Account.
9.8 Information on the Website may contain general information about legal, financial, health and other matters. The
information is not advice, and should not be treated as such. You must not rely on the information on the
Website as an alternative to professional advice. If you have specific questions about any matter you should
consult your professional adviser.
9.9 We provide unmonitored access to third party content, including User feedback and articles with original content
and opinions (or links to such third party content). We only act as a portal and have no liability based on, or
related to, third party content on the Website, whether arising under the laws of copyright or other intellectual
property, defamation, libel, privacy, obscenity, or any other legal discipline.
9.10 The Website may contain links to other third party websites. We do not control the websites to which we link
from the Website. We do not endorse the content, products, services, practices, policies or performance of the
websites we link to from the Website. Use of third party content, links to third party content and/or websites is at
9.11 In relation to deletion or hiding of any information or content, using the Website to delete, hide or otherwise
dispose of information does not imply permanent deletion of content or information. Information may be
retained for a period of time to fulfil record keeping, regulatory, compliance, statistical, law enforcement and
10. FEEDBACK, REPUTATION AND REVIEWS
10.1 You acknowledge that you transfer copyright of any feedback, reputation or reviews you leave consisting of
comments and any rating(s) (e.g. quality, communication etc.) together with any composite rating by us. You
acknowledge that such feedback, reputation and reviews belong solely to us, notwithstanding that we permit you
to use it on our Website while you remain a User. You must not use, or deal with, such feedback, reputation and
reviews in any way inconsistent with our policies as posted on the Website from time to time without our prior
10.2 You may not do (or omit to do) anything that may undermine the integrity of the Change Republic feedback
system. We are entitled to suspend or terminate your Account at any time if we, in our sole and absolute
discretion, are concerned by any feedback about you, or your feedback rating, where we believe our feedback
system may be subverted.
10.3 Our feedback ratings belong to us and may not be used for any purpose other than facilitating the provision of
Learning Expert Services via the Website. You may not use your Learning Expert or Client feedback (including,
but not limited to, marketing or exporting your any or all of your composite rating(s) or feedback comments) in
any real or virtual venue other than a website operated by Change Republic or its related entities, without our
11. NO WARRANTY AS TO EACH USER’S PURPORTED IDENTITY
We cannot and do not confirm each User’s purported identity on the Website. We may provide information about
a User, such as a strength, testimonial or review, geographical location, or third party background check or
verification of identity or credentials. However, such information is based solely on data that a User submits and
we provide such information solely for the convenience of Users and the provision of such information is not an
introduction, endorsement or recommendation by us.
12. NO WARRANTY AS TO CONTENT
12.1 The Website is a dynamic time-sensitive Website. As such, information on the Website will change frequently. It
is possible that some information could be considered offensive, harmful, inaccurate or misleading or mis-
labelled or deceptively labelled accidentally by us or accidentally or purposefully by a third party.
12.2 Change Republic Services, the Website and all content on it are provided on an ‘as is’, ‘with all faults’ and ‘as
available’ basis and without warranties of any kind either express or implied. Without limiting the foregoing, we
make no representation or warranty about:
(a) the Website or Learning Expert Services or Change Republic Services;
(b) the accuracy, reliability, availability, veracity, timeliness or content of the Website or any Learning Expert Services
or Change Republic Services;
(c) whether the Website or Learning Expert Services or Change Republic Services will be up-to-date, uninterrupted,
secure, error-free or non-misleading;
(d) whether defects in the Website will be corrected;
(e) whether the Website, the Learning Expert Services or the Change Republic Services or any data, content or
material will be backed up or whether business continuity arrangements are in place in respect of the Website,
Learning Expert Services or Change Republic Services;
(f) any third party agreements or any guarantee of business gained by you through the Website, Learning Expert
Services or Change Republic or us; or
(g) the Website, Learning Expert Services or Change Republic Services or infrastructure on which they are based,
being error or malicious code free, secure, confidential or performing at any particular standard or having any
12.3 To every extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness
for a particular purpose, quality, suitability and non-infringement.
Change Republic takes your privacy seriously and any information provided through your use of the Website
14. GENERAL DISCLAIMER
14.1 Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or
imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be
limited or excluded.
14.2 Subject to this clause, and to the extent permitted by law:
(a) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are
(b) Change Republic will not be liable for any special, indirect or consequential loss or damage (unless such loss or
damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of
profit or opportunity, or damage to goodwill arising out of or in connection with the Change Republic Services or
these Terms (including as a result of not being able to use the Change Republic Services or the late supply of the
Change Republic Services), whether at common law, under contract, tort (including negligence), in equity,
pursuant to statute or otherwise.
(c) Change Republic’s total liability arising out of or in connection with the Change Republic Services or these Terms,
however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will
not exceed the resupply of the Change Republic Services to you.
14.3 Use of the Website and the Change Republic Services is at your own risk. Everything on the Website and the
Change Republic Services is provided to you “as is” and “as available” without warranty or condition of any kind.
None of the affiliates, directors, officers, employees, agents, contributors and licensors of Change Republic make
any express or implied representation or warranty about the Change Republic Services or any products or
Change Republic Services referred to on the Website. This includes (but is not restricted to) loss or damage you
might suffer as a result of any of the following:
(a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation
or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful
third party conduct, or theft, destruction, alteration or unauthorised access to records;
(b) the accuracy, suitability or currency of any information on the Website, the Change Republic Services, or any
related products (including third party material and advertisements on the Website);
(c) costs incurred as a result of you using the Website, the Change Republic Services or any of the products of
Change Republic; and
(d) the Services or operation in respect to links which are provided for your convenience.
15. TERMINATION OF CONTRACT
15.1 If you want to terminate the Terms, you may do so by providing Change Republic with 21 days’ notice of your
intention to terminate by sending notice of your intention to terminate to Change Republic via the ‘Contact Us’
link on our homepage.
15.2 Change Republic may at any time, terminate the Terms with you if:
(a) you have breached any provision of the Terms or intend to breach any provision;
(b) Change Republic is required to do so by law;
(c) Change Republic is transitioning to no longer providing the Services to Users in the country in which you are
resident or from which you use the Website; or
(d) the provision of the Change Republic Services to you by Change Republic is, in the opinion of Change Republic,
no longer commercially viable.
15.3 Subject to local applicable laws, Change Republic reserves the right to discontinue or cancel your membership at
any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the
Change Republic Services without notice if you breach any provision of the Terms or any applicable law or if your
conduct impacts Change Republic’s name or reputation or violates the rights of those of another party.
15.4 When the Terms come to an end, all of the legal rights, obligations and liabilities that you and Change Republic
have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or
which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this
clause shall continue to apply to such rights, obligations and liabilities indefinitely.
16.1 You agree to indemnify Change Republic, its affiliates, employees, agents, contributors, third party content
Learning Experts and licensors from and against:
(a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full
indemnity basis) incurred, suffered or arising out of or in connection with Your Content;
(b) any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so;
(c) any breach of the Terms.
17. DISPUTE RESOLUTION
17.1 Compulsory: If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or
Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where
urgent interlocutory relief is sought).
17.2 Notice: A party to the Terms claiming a dispute has arisen under the Terms, must give written notice
to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the
17.3 Resolution: On receipt of that notice by that other party, the parties to the Terms must:
(a) Within 28 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such
other means upon which they may mutually agree;
(b) If for any reason whatsoever, 21 days after the date of the Notice, the Dispute has not been resolved, the Parties
must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the
President of the Law Society of NSW or his or her nominee;
(c) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of
the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a
precondition to the mediation commencing. The Parties must each pay their own costs associated with the
(d) The mediation will be held in Coffs Harbour, NSW, Australia.
17.4 Confidentiality: All communications concerning negotiations made by the Parties arising out of and in
connection with this dispute resolution clause are confidential and to the extent possible, must be treated as without prejudice negotiations for the purpose of applicable laws of evidence.
17.5 Termination Mediation: If 3 months have elapsed after the start of a mediation of the Dispute and the Dispute
has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do
18. VENUE AND JURISDICTION
The Services offered by Change Republic is intended to be viewed by residents of Australia. In the event of any
dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute
shall be in the courts of New South Wales, Australia.
19. GOVERNING LAW
The Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or
claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be
governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without
reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause
is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and
20. INDEPENDENT LEGAL ADVICE
Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties
having taken the opportunity to obtain independent legal advice and declare the Terms are not against public
policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.
If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part
shall be severed and the rest of the Terms shall remain in force.
22.1 In these terms:
(a) Change Republic means Changerr Pty. Ltd. (ABN 80 630 673
(b) Change Republic Services means all services provided by us to you.
(c) Client means a User that purchases Learning Expert Services or items from Learning Experts or identifies a
Learning Expert through the Website.
(d) Learning Expert means a User that offers and provides services or identifies as a Learning Expert through the
(e) Learning Expert Services means all services provided by a Learning Expert to a Client.
(f) Inactive Account means a User Account that has not been logged into for a 6 month period, or other period
determined by us from time to time.
(g) Intellectual Property Rights means any and all intellectual property rights, existing worldwide and the subject
matter of such rights, including: (a) patents, copyright, rights in circuit layouts (or similar rights), registered
designs, registered and unregistered trademarks, and any right to have confidential information kept confidential;
and (b) any application or right to apply for registration of any of the rights referred to in paragraph (a), whether
or not such rights are registered or capable of being registered and whether existing under any laws, at common
law or in equity.
(h) User means any person who joins the Website or by other means and has their profile listed and any person or
company who posts a project or makes a booking online or otherwise with Change Republic. Users have
“accounts” and the account will be associated with your email address.
(i) “Post a Project” means a project that is promoted by a Client and in respect of which a Learning Expert can
submit one or more entries via the Website.
(j) Project means a job offered or awarded by a Client via the Website, which may include a Project listed by a
Client, a Project awarded by a Client, a service booked by a Client from an Learning Expert in their calendar, and
service awarded by a Client to an Learning Expert as a result of a tender process hosted via the Website.
(k) User means an individual who visits or uses the Website.