1. Background

Thank you for visiting our Terms of Use (Agreement), we are Teacher Me Service Pty Ltd ACN 694 937 749 (Teacher Me Service, we, our, us and other similar terms). We provide an online educational platform that connects Students with Educators across Australia, known as Teacher Me (Teacher Me). 

This Agreement outlines the terms and conditions associated with the use of Teacher Me. It is your obligation to ensure that you have read, understood and agree to the most recent terms available on our Website.

2. Agreement

2.1 Accepting this Agreement
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‍By using Teacher Me, you agree to comply with and be bound by the terms and conditions of this Agreement. These terms govern your access to and use of Teacher Me. If you do not agree to these terms, you have no right to obtain information, use our services or otherwise continue using Teacher Me.

These terms are binding on any use of Teacher Me. You must not use Teacher Me if you are not able to form legally binding contracts. If you create an Account on behalf of your employer or any other entity, you warrant you hold authority to enter into this Agreement on behalf of that entity and that the entity will comply with the obligations contained herein. 

2.2 About This Agreement
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‍Throughout the Agreement we use some capitalised words and phrases, like the word Agreement. These capitalised words and phrases are defined throughout the Agreement or in clause 16 and aid to clarify the terms and conditions. Please feel free to email us at hello@teacherme.com.au if you have any other questions relating to this Agreement.

2.3 Term
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‍The Term for this Agreement begins when you first access Teacher Me and applies to any use of Teacher Me. This Agreement may be terminated in accordance with clause 14 and if, at any time, you do not agree to the current content of these terms, you may cease your use of Teacher Me.

3. License

Subject to clause 7 (App Marketplace Providers), we grant you a non-transferrable, non-exclusive, non-sublicensable, worldwide, royalty free and revocable licence to use Teacher Me, on the terms contained in this Agreement (Licence). The Licence to use Teacher Me is subject to and conditional upon your compliance with the terms of this Agreement.

4. User Account

4.1 Creating an Account
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You acknowledge and agree that to access Teacher Me, you are required to provide us with personal information and create an Account with us. If you are under the age of 18, this includes a requirement to provide your parent or guardian’s email address. By creating an account and providing an email address you authorise us to send communications to that / those email addresses.

You agree to provide any information reasonably requested by us for the purpose of setting up your Account and operating Teacher Me. You warrant that all of the information you provide to us is accurate and complete in all respects; you will inform us by updating your Account details whenever any such information changes; and you will not provide false or misleading information.

We reserve the right to reject any new Account, exercising our reasonable discretion.

4.2 Account permissions
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‍You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorised employee or agent may create an Account on behalf of your business. You also agree not to disclose your Account security credentials to another person or permit them to access your Account on your behalf. You are responsible for the activities undertaken using your Account which occur via Teacher Me, whether such activities are authorised by you or not.

5. Teacher Me

5.1 Content and hyperlinks
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The content on Teacher Me is largely produced by other Users and not us. It is to be used or relied on at your own risk. We make no warranty or representations as to the accuracy of the content of other Users.

Teacher Me may contain hyperlinks and other pointers to websites operated by third parties. We do not control these third party websites and are therefore not responsible for the hyperlinks, information or downloads available on them. You visit third party websites entirely at your own risk.

Where we provide hyperlinks, we do so only for your convenience and do not indicate, expressly or implicitly, any endorsement, sponsorship or approval by us of the content on the third party website. 

5.2 Support
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While you maintain a valid Account, we will provide support to assist you with technical issues which arise from the use of Teacher Me. Support is available via hello@teacherme.com.au or the facilities made available via Teacher Me at the end of the relevant session.

5.3 Teacher Me Accessibility
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You acknowledge and agree that Teacher Me requires access to the internet and will not function as anticipated without internet access.

Teacher Me operates using third party cloud infrastructure and telecommunication services (Third Party Infrastructure). From time to time, Teacher Me may become inaccessible or unavailable. We neither control nor are we liable for faults in Third Party Infrastructure nor the consequences which arise from such faults.All sessions are delivered online through Teacher Me. You are responsible for ensuring you have suitable equipment, software and internet connectivity to participate.

You must not record, copy or distribute sessions via Teacher Me without the consent of all participants.

5.4 Updates to Teacher Me
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We reserve the right to upgrade, maintain, tune, backup, amend, add to or remove content from, redesign, improve, take offline (temporarily or permanently) or otherwise alter Teacher Me at our sole and absolute discretion. From time to time, without notice, access to all or part of Teacher Me may be disrupted or limited. During such an interruption, we will use reasonable endeavours to restore access to Teacher Me as soon as practicable.

To the maximum extent permitted at law, we are not liable for any loss, foreseeable or not, arising from any interruption to accessing Teacher Me, whether planned or not, and any such temporary interruptions will not constitute a breach of this Agreement.

6. Your Use of Teacher Me

6.1 Accessing Teacher Me
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In order to make full use of the mobile application version of Teacher Me you must allow your device access to certain services such as data connectivity, email, address book, SMS and storage.

6.2 Lawful use of Teacher Me
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You undertake not to upload, store or access any data on Teacher Me if such access or storage would infringe a person’s Intellectual Property right, breach any privacy law or breach any other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth, or a State or Territory of Australia).

6.3 Notifications
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Teacher Me may provide facilities whereby you may set up notifications so that you are aware of activity on the platform relevant to you. By using Teacher Me, you consent to us providing relevant notifications via electronic messaging systems. You are solely responsible for configuring and disabling notification options that may be made available to you.

6.4 Prohibited conduct
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You must not:

(a) use an Account unless you have the express authority of the Account holder;
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(b) use automated means to upload content, log in or attempt to log into an Account, download or otherwise access Teacher Me in any way other than by features we make available to you; 
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(c) attempt to gain unauthorised access to or impair any aspect of Teacher Me;
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(d) in any way tamper with, hinder or modify Teacher Me;
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(e) provide false or misleading information;
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(f) use any screen capture, data mining, robot, crawler or similar data gathering, reproduction or data extraction tools to collect information from Teacher Me or our Website for any purpose including the sending of unsolicited emails, soliciting our or another User’s clients or duplicating the content of Teacher Me;
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(g) knowingly transmit any viruses or other disabling features to or via Teacher Me;
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(h) intentionally disable or circumvent any protection or disabling mechanism related to Teacher Me;
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(i) install or store any software applications, code or scripts on or through Teacher Me;
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(j) collect or collate any data from Teacher Me for the purposes of commercialising that data;
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(k) use Teacher Me in any way which could be reasonably expected to interfere with or damage our network, any other operator's network, or another User's enjoyment of Teacher Me; 
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(l) engage in act unlawful act or act in anyway which may offend humiliate or put at risk any person; or
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(m) attempt any of the above acts or facilitate or assist another person to do any of the above acts.

6.5 Right to suspend
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We reserve the right to limit or suspend all or part of your access to Teacher Me and alter your Account information, if in our reasonable opinion:

(a) you are in breach of any of the material obligations or undertakings in this Agreement; 

(b) you are making misleading or deceptive statements via Teacher Me;

(c) your Account information is incomplete; 

(d) your Account is not used for a period of greater than 12 months;

(e) we consider, in our sole discretion, that you are engaging in any unlawful activity or putting another User of Teacher Me at risk; 

(f) we deem it prudent to do so while we investigate a complaint made about you, including a complaint about your interactions with other Users; or

(g) we suspect a security breach associated with your Account.

Suspending your account will not consistute a breach of this agreement by us.

7. App Marketplace Providers

The Teacher Me mobile applications are available from Google Play and the Apple App Store (App Marketplace Providers).

This Agreement is between us and you only. We, and not the App Marketplace Provider, are responsible for Teacher Me, and we are solely responsible for:

(a) its support and maintenance; 
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(b) the investigation, defence, settlement and discharge of any claim which relates to an infringement of third-party Intellectual Property rights arising from the use of Teacher Me; and 
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(c) any claim Teacher Me fails to conform to any applicable legal or regulatory requirement, including product liability claims and claims arising under consumer protection laws.

The App Marketplace Provider’s liability to you is limited to the refund of the purchase price of Teacher Me and any other remedies under consumer protection law. Your right to use Teacher Me is non-transferable and non-sublicensable, except to the extent the App Marketplace Provider permits family sharing or like sharing arrangements.

The App Marketplace Provider may monitor your use of Teacher Me and is entitled to enforce the terms of this Agreement against you. You agree to submit to their legitimate enforcement activities.

If there is any inconsistency between this Agreement and the application use rules set out in the App Marketplace Provider’s terms of service, their terms of service will prevail to the extent of the inconsistency.

You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and you are not listed on any U.S. Government list of prohibited or restricted parties.

8. Limitation of Liability

8.1 Implied Conditions
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This clause must be read subject to any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded (Non-Excludable Conditions).

We exclude all implied guarantees, conditions and warranties from this Agreement except any Non-Excludable Conditions.

8.2 Limitation of Liability
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Subject to the Non-Excludable Conditions, we exclude all other liability for any costs, loss or damage, including consequential losses, suffered or incurred directly or indirectly by you in connection with this Agreement, including:

(a) Teacher Me being temporarily inaccessible for any reason that is beyond our control;

(b) incorrect, corrupt or lost data;

(c) any computer virus, trojan and other malware in connection with Teacher Me;

(d) security vulnerabilities in Teacher Me or any breach of security that results in unauthorised access to, or corruption of data;

(e) the actions or inactions of, or any dispute arising between, Users of Teacher Me;

(f) the occurrence of an Event of Force Majeure;

(g) your use of or reliance on Teacher Me for a purpose other than its reasonably expected purpose;

(h) your breach of this Agreement or agreement between Users; or

(i) any act or omission by you, your personnel, your associates or any related body corporate under or in relation to this Agreement.

8.3 Limits to liability associated with goods and services
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To the fullest extent possible under the law, we limit our liability for any breach to, in the case of goods, the re-supply of the goods or payment of the cost of the re-supply of the goods or the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and in the case of services, the resupply of the services or the payment of the cost of having the services resupplied.

8.4 Indemnity
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You indemnify us against all costs suffered or incurred by us, however caused, arising wholly or partially, whether directly or indirectly, arising from your infringement of any third party Intellectual Property rights, any contract you enter into between Users of Teacher Me and your breach of any law associated with this Agreement.

9. Warranties

Subject to the Non-Excludable Conditions, we make no warranties or guarantees that Teacher Me is fault free, regarding its fitness for any particular purpose or regarding your access to, or the results of your access to Teacher Me, including its correctness, accuracy, timeliness, completeness, reliability or otherwise.

10. Submitted Content

10.1 Your submitted content
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When you provide us with content, including, without limitation, details of the educational services you seek or provide, profile details, live or recorded educational sessions and any other information, text, photos, videos, images or materials (Submitted Content), your Submitted Content stays yours. This Agreement does not transfer ownership of Submitted Content to us.

You represent that you own all rights including Intellectual Property rights to your Submitted Content or otherwise have (and will continue to have) all rights and permissions to legally use, share, display, transfer and/or license your Submitted Content, to the extent that it is used within Teacher Me.

10.2 Our use of submitted content
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When you provide Submitted Content through Teacher Me, you grant us a non-exclusive, worldwide, perpetual, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that Submitted Content works better with Teacher Me), communicate, publish, publicly display, live stream and/or distribute Submitted Content for the purposes of allowing us to operate, improve, promote and protect Teacher Me.

While we reserve the right to take down any Submitted Content which is in breach of this Agreement, you acknowledge and agree that we are not required to monitor Submitted Content, nor are we responsible for it. You acknowledge that we are not obliged to use any Submitted Content. However, we reserve the right to use the Submitted Content for the purpose of operating Teacher Me. 

It is entirely your responsibility to keep copies of any Submitted Content uploaded to Teacher Me and you must not rely on us storing copies for you.

10.3 Prohibited content
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You undertake not to upload, store, alter, configure or access any data or Submitted Content to Teacher Me:

(a) unless you have the express permission of the person to whom that Submitted Content relates;

(b) which is false, misleading or otherwise deceptive in any way;

(c) which is improper, harmful, threatening, defamatory, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, hateful or otherwise objectionable; 

(d) containing any computer virus or malicious code; 

(e) that is likely to offend, insult or humiliate based on race, religion, ethnicity, gender, age or sexual orientation; or

(f) any other content deemed inappropriate in our sole discretion.

11. Intellectual Property

For the purpose of this Agreement, intellectual property means all present and future rights conferred by statute, common law or equity (and all moral rights) in or in relation to business names, domain names, circuit layouts, computer code, confidential information, copyright, designs, formulas, inventions, knowhow, patents, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right (Intellectual Property).

We warrant we own or have a licence to use the Intellectual Property in Teacher Me.

You warrant you will not do any of the following, or permit any person over whom you have effective control to:

(a) copy or reproduce, or create an adaptation or translation of, all or part of Teacher Me in any way, except to the extent that reproduction occurs automatically through its ordinary use;

(b) incorporate all or part of Teacher Me in any webpage, site, application or other digital or non-digital format;

(c) sell, license, sublicense, lease, rent, distribute, disclose, permit access to, or transfer to any third party, whether for profit or without charge, any portion of Teacher Me on any medium; or

(d) directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, content, architecture, or algorithms contained in Teacher Me.

12. Privacy

You agree and consent to us handling your personal information in accordance with our privacy policy. We may amend our privacy policy in our sole discretion. If we amend our privacy policy, we will post the new version on our Website.

Where you engage with another User of Teacher Me, you authorise us to share your personal information with that other User as would be reasonably expected with reference to the type of interaction you have with them.

13. Dispute Resolution

A party claiming a dispute has arisen under this Agreement (Dispute) must give written notice to the other party specifying the nature of the Dispute. The parties must submit themselves to the dispute resolution procedure set out in this clause 13 before commencing any legal proceedings.

If the parties cannot resolve the Dispute between themselves within 30 days then either party may require the Dispute to be referred for mediation. The mediation must be undertaken in accordance with the Resolution Institute Mediation Rules, within the jurisdiction of the Agreement and, unless otherwise agreed between the parties, using a mediator nominated by the Resolution Institute. If the Dispute is not resolved within 30 days of the mediation commencing either party may commence proceedings in respect of the Dispute.

Each party must pay its own internal and legal costs in relation to complying with this clause 13. The mediator’s costs are to be shared equally.

The parties acknowledge and agree this clause 13 does not apply to the recovery of any debt or prevent a party from instituting proceedings for the purposes of seeking urgent injunctive or similar interim relief from a court.

14. Termination

14.1 Termination

‍Either party may end this Agreement immediately if the other party materially breaches this Agreement and the breach is incapable of being remedied or if the breach is capable of being remedied, the party in breach has failed to remedy the breach within 14 days after the receipt of notice to remedy.

We may end this Agreement immediately if: we cease to provide Teacher Me; your Account remains suspended for a period of more than 14 days; or for any other reason after notifying you in writing, 30 days in advance of our intention to terminate this Agreement.

You may terminate this Agreement with us by ceasing your use of Teacher Me, closing your Account or notifying us in writing.

14.2 Actions upon termination

Upon termination you must immediately stop using Teacher Me; we reserve the right to permanently erase any data associated with your Account; and you will no longer have access to your Account.

You are solely responsible for the extraction of any of your data from Teacher Me prior to termination.

15. General

Assignment

‍Neither party may assign, encumber, declare a trust over or otherwise create an interest in its rights in this Agreement without the other party’s consent, which must not be unreasonably withheld.

Entire agreement
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This Agreement sets out all the parties’ rights and obligations relating to the subject matter of the Agreement, and it supersedes all previous agreements or understandings between the parties in connection with the relevant subject matter.

Event of Force Majeure
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The parties' obligations, other than an obligation to pay money, under this Agreement are suspended for the duration of and to the extent they are affected by an Event of Force Majeure. 

Governing law
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This Agreement is governed by and is to be construed in accordance with the laws applicable in Queensland, Australia. Each party irrevocably and unconditionally submits exclusively to the courts of that jurisdiction.

Notices
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The parties agree all notices, disclosures and other communications that are provided in accordance with this clause, satisfy any legal requirement that such communications be in writing. Any communication under or in connection with this Agreement which we send to you, will be sent to you via a mobile application push notification or the email address provided to us in your Account. By accepting these terms, you give your consent to receive communications from us by email and push notifications. Your notices to us should be directed to Teacher Me or sent via the facilities made available to you on our Website or Teacher Me.

Relationship of the parties
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Nothing in this Agreement is intended to create any partnership, joint venture, agency or employment relationship between the parties.

Survival
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Clauses 7, 8 ,10 , 13 and any other clause in this Agreement which is expressed to survive or by its nature survives, will survive termination or expiry of this Agreement for any reason.

Severance
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If anything in this Agreement is unenforceable, illegal, or void then it is severed, and the rest of this Agreement remains in full force and effect.

Variations to this agreement
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We may vary this Agreement at any time by posting, with 1 month notice, the new Terms of Use on our Website. If you do not accept the terms of the variation, you may terminate this Agreement in accordance with clause 14.

Schedule 1 - Terms for Educators

If you are an Educator using Teacher Me then you acknowledge and agree to the following terms in this schedule.

1. Account Creation

Further to clause 4.1, and unless we agree otherwise in writing, you must provide us with valid and current:

(a) teacher registration or license;

(b) Australian Business Number;

(c) photo ID (that has at least 6 months remaining before expiry); and

(d) Working With Children Check or equivalent clearance for the relevant state or territory in which you operate (if applicable).

Creating an Account constitutes an offer to enter into this Agreement with us. We are under no obligation to accept the offer and we may refuse the Account in our absolute discretion. 

2. Commission

2.1 Calculation of Commission

‍You acknowledge and agree that we are entitled to a commission of 12.5% for each session conducted with a Student through Teacher Me (Commission).

2.2 GST

‍Payment of the Commission is exclusive of GST (if applicable) unless stated otherwise on our Website.

If a supply made under or in connection with this Agreement is a taxable supply the consideration for the supply is increased by an additional amount equal to the amount of that consideration multiplied by the relevant GST rate.

Unless otherwise stated in this Agreement, if a party is entitled to be reimbursed or indemnified by another party for an expense, claim, loss, liability or cost incurred in connection with this Agreement, the reimbursement or indemnity payment must include any GST component of the expense, claim, loss, liability or cost for which an input tax credit may be claimed.

2.3 Payment processing

‍All payments for sessions booked through Teacher Me are processed via our payment processor. Educators will receive payment for sessions based on the pricing displayed on our Website, less the Commission.

Educators hereby authorise us to deduct the Commission and any applicable taxes from session payments, before remittance.

2.4 Refunds

‍We only provide refunds in accordance with the Australian Consumer Law. Except where required by law, we are not obliged to refund any Commission once processed.

3. Transactions between Educators and Students

3.1 Educators fees

‍The session pricing displayed on our Website may be set, adjusted or standardised by Teacher Me. You agree to provide services at the rates displayed on our Website at the time a booking is made by a Student.

3.2 Not a Party

You acknowledge and agree that we are not a party to the relationship or any dealings between you and any other User of Teacher Me. Without limitation, you are solely responsible for:

(a) determining whether your services will suit each Student’s requirements before entering into a contract with them;

(b) subject to clause 3.1 of this Schedule 1, negotiating, agreeing to, and executing terms or conditions of the contract you may have with a Student;

(c) the quality and safety of your tutoring, your teaching methods and communication with Students;

(d) complying with the obligations of any contract you have with a Student; and

(e) complying with any legal obligations you have in relation to child safety, privacy or any other law.

For the avoidance of doubt, Teacher Me may provide a feature allowing Students to cancel a session within a short period before payment is processed and the session commences. This is a platform functionality only and does not make Teacher Me a party to any contract between you and a Student.

You must include and accept a term in the agreement between yourself and the Student that allows students to cancel the session any time prior to receipt of payment. 

4. Privacy

The parties acknowledge and agree that they will: 

(a) notify the other party of any unauthorised access, use, modification, disclosure or other misuse of any personal information of a Student that may be collected or accessed in connection with this Agreement as soon as practicable after becoming aware of such activity; and

(b) provide reasonable assistance to the other party in the investigation, assessment and containment of any data breach associated with this Agreement. 

Certain features of Teacher Me allow you to make information available to other Users on Teacher Me. You are solely responsible for reviewing and confirming the information prior to making it publicly available. When you make such information available for other Users, you do so solely at your own risk.

5. Additional obligation

In addition to the obligations set out in this Agreement, you must:

(a) obtain any insurance appropriate to your services, such as public liability or professional indemnity insurance and provide evidence of such insurance upon request; and

(b) not move, attempt to move or agree to moving Students off Teacher Me to avoid payment of the Commission. 

Schedule 2 - Terms for Students

If you are a Student using Teacher Me then you acknowledge and agree to the following terms in this schedule.

1. Educator fees

You agree to pay all fees and GST associated with session bookings, as displayed on our Website at the time of booking. 

Session formats, availability, cancellation terms and other session details are determined by the Educator and not dictated by us. You may however cancel a session within 10 seconds of viewing the Educator’s profile before payment is processed and the session goes live. After this 10-second window or once payment is processed, whichever happens first, cancellation and refund rights are subject to the Educator’s cancellation policy and applicable law.

Except where required by law, Teacher Me is not responsible for refunding payments for services delivered by Educators. 

2. Transactions between you and educators

2.1 Not a party

You acknowledge and agree:

(a) the service descriptions and profiles displayed on Teacher Me are provided by the Educators and not us;

(b) we only facilitate introductions between Users and we are not a party to the relationship, agreement or any dealings between you and any other User of Teacher Me;

(c) we are neither the agent of any User nor are we liable for any interactions, tutoring sessions, advice, conduct or services provided by Educators including any cancellations of sessions or any failure to comply with applicable laws or professional standards; and

(d) we are not responsible for disputes between Users.

2.2 No guarantees or endorsements

We do not guarantee:

(a) the accuracy of any information provided by Educators;

(b) the quality, safety or legality of services provided by Educators; or 

(c) academic outcomes, educational results, exam performance or performance improvements based on services provided by Educators.

We may undertake due diligence, vet or otherwise perform background checks on Educators, however you must rely on such information at your own risk and you are solely responsible for determining the credentials, qualifications and suitability of an Educator before engaging with them.

You acknowledge and agree that the inclusion of an Educator’s profile on Teacher Me does not constitute an endorsement of their services, by us. 

3. Safety and Child Protection

Parents and guardians of Students below the age of 18 are responsible for supervising, ensuring a safe learning environment during sessions and assessing suitability of Educators.

If you become aware of unsafe or inappropriate behaviour, you must report it to us immediately via hello@teacherme.com.au or report it to us through the facilities made available via Teacher Me at the end of the relevant session.

4. Submitted content

You acknowledge that we are under no obligation to review the Submitted Content on Teacher Me and that in some cases that information may be mislabelled, misleading, offensive or inaccurate. Students are solely responsible for ensuring the accuracy of Submitted Content and the suitability and identity of any Educators before engaging them. 

Misleading, illegal or offensive content can be reported to us via email to hello@teacherme.com.au.