Terms of Service

Standard terms of engagement. These terms apply where the client has not provided its own contract terms.

1. Application and precedence

1.1 These Standard Terms and Conditions (“Terms”) set out the terms on which Changineers Pty Ltd (ABN 58611459306) (“Changineers”, “we”, “us” or “our”) provides software, platform and/or professional services (“Services”) to a client (“Client”, “you”).

1.2 These Terms apply to every Proposal, quote, order form or Statement of Work issued by Changineers, and form the Agreement between Changineers and the Client, unless the parties have executed a separate written agreement (for example, a head agreement, services agreement, or panel deed provided by the Client) that expressly states it takes precedence. Where the other agreement and these Terms conflict, the other agreement governs to the extent of any inconsistency; these Terms apply to fill any gaps it leaves.

1.3 By signing a Proposal or Statement of Work, or by using the Services, the Client agrees to be bound by these Terms.

1.4 A Service Level Agreement, Data Processing Agreement, or other schedule agreed in writing for a specific engagement (each a “Schedule”) forms part of, and is incorporated into, the Agreement for that engagement. Schedules are negotiated per engagement and are not repeated in full in these Terms.

2. Definitions and interpretation

2.1 In these Terms, unless the context requires otherwise:

• “Agreement” means these Terms together with the applicable Proposal, Statement of Work, and any Schedule.
• “Client Data” means any data, content or information submitted, uploaded or made available by or on behalf of the Client through the Services, including any Personal Information within it.
• “Personal Information” has the meaning given in the Privacy Act 1988 (Cth), and includes equivalent concepts under any other privacy or data protection law applicable to the engagement.
• “Privacy Laws” means the Privacy Act 1988 (Cth) and the Australian Privacy Principles, together with any other applicable privacy, data protection or data security law (which may include state-based legislation or overseas frameworks such as the EU General Data Protection Regulation), to the extent applicable to the Services being provided.
• “Proposal” means a proposal, quote, order form or Statement of Work issued by Changineers and accepted by the Client.
• “Services” means the Changineers software platform and any associated professional, support or managed services described in the applicable Proposal.
• “Software” means the Changineers platform (including any updates) made available to the Client on a software-as-a-service or platform-as-a-service basis.

3. Services and software use

3.1 Changineers grants the Client a non-exclusive, non-transferable, revocable licence to access and use the Software during the term of the engagement, solely for the Client’s internal business purposes and as described in the applicable Proposal.

3.2 The Client must not, and must not permit any third party to: (a) reverse engineer, decompile or disassemble the Software; (b) sublicense, resell, or make the Software available to anyone outside the scope of the Proposal; (c) use the Software for any unlawful purpose; (d) attempt to gain unauthorised access to the Software or related systems or data; or (e) use the Software in a way that could damage, disable, overburden or impair it or interfere with any other user.

3.3 The Client is responsible for maintaining the confidentiality of its login credentials and for all activity occurring under its accounts.

3.4 Changineers may update, modify or enhance the Software from time to time, including for security, stability and performance, and will use reasonable efforts to avoid material adverse impact on the Client’s use of the Services.

4. Client obligations and consent warranty

4.1 The Client is responsible for ensuring that its own use of the Services, and any Client Data it submits or makes available through the Services, complies with all applicable laws, including Privacy Laws, anti-discrimination law and intellectual property law.

4.2 Where the Client uses the Services to collect, store or process Personal Information about its own customers, students, patients, staff or other individuals, the Client warrants that it holds all consents, notices and lawful authority needed to collect that Personal Information and to disclose and transfer it to Changineers for the purpose of Changineers providing the Services, including any consent needed for that information to be hosted, processed or transferred as contemplated by this Agreement. Changineers does not rely on any implied consent and is entitled to rely on the Client’s warranty under this clause without independent verification.

4.3 The Client is solely responsible for determining whether its use of the Services requires any additional regulatory, institutional or ethics approvals (for example, human research ethics approval) and for obtaining these before use.

5. Data handling and privacy

5.1 Changineers handles Personal Information in accordance with Privacy Laws applicable to the engagement.

5.2 Up-to-date detail on Changineers’ information security practices, certifications and controls (including our ISO 27001-aligned information security management system) is published at our Trust Center: trust.changineers.com.au.

5.3 Data protection roles: where Changineers processes Personal Information on behalf of the Client in connection with the Services, the Client acts as the data controller (or equivalent) and Changineers acts as the data processor (or equivalent), as further described in any applicable Data Processing Agreement. Changineers processes Personal Information solely to provide and support the Services, and does not access, use or analyse Client Data except as necessary to provide support, maintain system integrity, or as required by law.

5.4 Overseas storage and transfer: the Services may involve Personal Information being hosted, stored, backed up or processed using secure cloud infrastructure located in Australia or other regions agreed with the Client. Where Personal Information is transferred, stored or accessed outside Australia, Changineers takes reasonable steps to ensure recipients handle that information consistently with the Australian Privacy Principles and any other Privacy Laws applicable to the engagement.

5.5 Consent, access and withdrawal: Changineers relies on the Client’s own consent and notice arrangements with individuals under clause 4.2. Nothing in this Agreement implies that Changineers independently obtains consent from individuals whose Personal Information is provided by, or on behalf of, the Client. Individuals wishing to access, correct, withdraw consent for, or request deletion of their Personal Information should, in the first instance, contact the Client. Where a request is directed to Changineers, it will be handled in accordance with the process described at handbook.changineers.com.au/customer-data-deletion.

5.6 Retention and deletion: Changineers retains Client Data for the duration of the engagement and, following termination, for a limited period in accordance with Changineers’ internal data retention procedures, after which it is securely deleted, subject to any legal, backup or archival requirements.

6. Confidentiality

6.1 Each party must keep confidential all non-public information disclosed by the other party in connection with the Agreement (“Confidential Information”) and must not use or disclose that information except as necessary to perform the Agreement, as required by law, or with the other party’s prior written consent.

6.2 This clause does not apply to information that is or becomes public other than through breach of this clause, was already lawfully known to the recipient, or is independently developed without reference to the Confidential Information.

7. Intellectual property

7.1 Changineers and its licensors own all intellectual property rights in the Software, the platform, associated documentation and any related materials. Nothing in this Agreement transfers any intellectual property rights to the Client, other than the licence granted under clause 3.1.

7.2 The Client retains all rights in Client Data. The Client grants Changineers a licence to host, use and process Client Data solely to provide and support the Services.

8. Fees, billing and payment terms

8.1 Fees for the Services are set out in the applicable Proposal or Statement of Work.

8.2 Unless otherwise agreed in writing, Changineers will invoice the Client monthly in arrears, or in accordance with the milestones set out in the Proposal.

8.3 Invoices are payable within 30 days of the invoice date.

8.4 All fees are exclusive of GST unless stated otherwise. GST (where applicable) will be added to invoices at the prevailing rate.

8.5 If an invoice is not paid by its due date, Changineers may charge interest on the overdue amount, and may suspend the Services on reasonable written notice until payment is received.

8.6 The Client is responsible for Changineers’ reasonable costs (including legal costs) of recovering any amount overdue under this clause.

9. Term and termination

9.1 The Agreement commences on the date the Client accepts a Proposal, or first uses the Services, and continues for the term specified in the Proposal, or until terminated in accordance with this clause.

9.2 Either party may terminate the Agreement for convenience on 30 days’ written notice, unless a different notice period is specified in the applicable Proposal.

9.3 Either party may terminate the Agreement immediately on written notice if the other party commits a material breach that is not remedied within 14 days of being notified in writing, or becomes insolvent.

9.4 On termination, Changineers will, on request, make Client Data available for export for 60 days, after which it will be securely deleted in accordance with clause 5.6.

10. Warranties and disclaimers

10.1 Changineers will provide the Services with reasonable care and skill.

10.2 Except as expressly stated in this Agreement, all warranties, conditions and representations, whether express or implied by law, are excluded to the maximum extent permitted by law.

10.3 Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law or any other applicable law that cannot lawfully be excluded, restricted or modified.

11. Limitation of liability

11.1 To the maximum extent permitted by law, Changineers’ total aggregate liability arising out of or in connection with the Agreement (whether in contract, tort, under statute or otherwise) is limited to the total fees paid by the Client to Changineers in the 12 months immediately preceding the event giving rise to the claim.

11.2 To the maximum extent permitted by law, neither party is liable to the other for any indirect, special or consequential loss, or for loss of profits, revenue, data or goodwill, arising out of or in connection with the Agreement.

11.3 Clauses 11.1 and 11.2 do not limit liability arising from: (a) a party’s fraud or wilful misconduct; (b) death or personal injury caused by a party’s negligence; (c) breach of the confidentiality obligations in clause 6; or (d) infringement of the other party’s intellectual property rights, in each case to the extent such liability cannot lawfully be limited.

12. Indemnity

12.1 The Client indemnifies Changineers against any loss, liability or cost that Changineers incurs arising from the Client’s breach of clause 4, including any claim by an individual or regulator arising from the Client’s failure to hold the consents or authority warranted under clause 4.2.

13. Force majeure

13.1 Neither party is liable for any delay or failure to perform its obligations (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, pandemics, power or internet outages, or failures of third-party infrastructure providers.

14. Notices

14.1 Notices under this Agreement must be in writing and sent to the address or email address notified by the receiving party from time to time, and are taken to be received when sent (if by email) or on delivery (if by post or in person).

15. General

15.1 Assignment: neither party may assign or transfer its rights or obligations under this Agreement without the other party’s prior written consent, except that Changineers may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets.

15.2 Variation: Changineers may update these Terms from time to time and will notify the Client of any material change. Changes do not apply retrospectively to a Proposal already accepted, except where required by law.

15.3 Severability: if any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions continue in full force and effect.

15.4 Entire agreement: this Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, representations or agreements, whether written or oral.

15.5 Governing law: this Agreement is governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

Schedules

The following Schedules may be agreed in writing for a specific engagement and, once agreed, form part of the Agreement for that engagement. They are negotiated and issued separately and are not set out in full in these Terms.

• Schedule 1 – Service Level Agreement (support hours, response and resolution targets, availability commitments, and maintenance arrangements).
• Schedule 2 – Data Processing Agreement (controller/processor roles, sub-processors, security measures, and data breach notification obligations).

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Revision history

Version	Approved by	Date approved	Date published
0.1	James Gregory	2026-08-17	2026-08-17