1. DEFINITIONS
1.1 In this Refund Policy, the following terms have the following meanings:
CEO means the Chief Executive Officer of ECOM Capital Pty Ltd;
Client means you, or the user of the services provided by the Company;
Client Services Agreement means that agreement between the Company and the Client which outlines the services provided by the Company to the Client;
Coaching Team means the team appointed by ECOM Capital Pty Ltd;
Commencement Date means the date of execution of the Client Services Agreement between the Client and the Company;
Company means ECOM Capital Pty Ltd;
Ecommerce Accelerator Mastermind Program means that advanced training program in relation to the provision of ecommerce services provided by the Company;
Ecommerce Accelerator Training Program means that training program in relation to the provision of ecommerce services by the Company;
Gross Sales means the total gross revenue actually generated and received by the Client from completed bona fide customer transactions through the Client’s ecommerce store during the relevant period, expressed in Australian Dollars (AUD), as reported by the ecommerce platform (including Shopify or any Company-approved alternative platform), before deducting operating expenses of any kind, including but not limited to advertising or marketing costs, refunds, returns, chargebacks, payment processing fees, shipping or fulfilment costs, taxes (excluding GST), discounts, promotions, incentives, or third-party fees. Gross Sales excludes test transactions, internal transfers, fraudulent transactions, non-arm’s length transactions, or any amounts not attributable to genuine customer purchases;
Measurement Period means the period commencing on the later of:
(a) the Commencement Date; and
(b) the date the Client’s ecommerce store is live and capable of receiving customer orders,
and ending ninety (90) days thereafter, or such other period expressly approved in writing by the Company;
Performance Assurance means the conditional contractual adjustment mechanism described in this Policy by way of payment of the Sales Shortfall Amount and does not constitute a promise, guarantee, warranty, or representation of any particular financial, commercial, or sales outcome;
Product Suggestions means any product ideas, examples, lists, research, guidance, market observations, supplier references, product opportunities, or product categories provided by the Company to the Client for consideration as part of the Program. Product Suggestions are provided for educational and business guidance purposes only. Product Suggestions do not constitute product selection by the Company, financial advice, legal advice, a direction to proceed, or a guarantee, warranty, or representation of any sales, revenue, profit, demand, conversion, advertising, supplier, or commercial outcome;
Refund means the formula-based repayment by the Company to the Client under clause 8 of this Policy;
Sales Performance Adjustment means the conditional adjustment payment by the Company to the Client of an amount equal to the Sales Shortfall Amount;
Sales Shortfall Amount means the positive difference (if any) between Ten Thousand Dollars ($10,000.00 AUD) and the Client’s actual Gross Sales generated during the Measurement Period;
Total Paid means the total fees paid by the Client for the relevant program only, exclusive of GST, and expressly excluding:
Validated Product means a product or products selected by the Client and submitted to the Company for review, whether originally identified by the Client, suggested by the Company, or selected by the Client from a list of product options, examples, ideas, or opportunities provided by the Company. A product will only be considered a Validated Product where the Company has confirmed in writing that the Client may proceed with that product for the purposes of the Program, based on the information provided by the Client and the information reasonably available to the Company at the time of review. For the avoidance of doubt, any Product Suggestions provided by the Company are provided for consideration only and do not constitute product selection by the Company, a direction to proceed, or a guarantee, warranty, or representation that the product will generate any specific revenue, profit, sales volume, customer demand, conversion rate, or commercial outcome.
1.2 Any Sales Performance Adjustment or Refund paid under this Policy shall be GST inclusive if applicable, or exclusive if no taxable supply arises.
1.3 Nothing in this Refund Policy excludes, restricts, or modifies any rights the Client may have under the Australian Consumer Law or other applicable consumer protection legislation.
1.4 If the services supplied under the Client Services Agreement fail to comply with a consumer guarantee under the Australian Consumer Law (under the Competition and Consumer Act 2010 (Cth)) (Australian Consumer Law) or there is a “major failure” within the meaning of the Australian Consumer Law, the Client will be entitled to the remedies provided under the Australian Consumer Law. Nothing in this Policy limits those remedies. This Policy provides rights over and above those rights.
2. NO GENERAL REFUNDS
2.1 All fees paid for digital products and services, including the Ecommerce Accelerator Training Program, are final and non-refundable once access to the program, materials, coaching, or services has been provided, except as expressly set out in this Policy or as required by applicable law.
2.2 This Policy operates first as a Performance Assurance mechanism. Refunds under this policy are only considered after Performance Assurance is exhausted.
2.3 Nothing in this Policy excludes, restricts, or modifies any rights the Client may have under the Australian Consumer Law or other applicable consumer protection legislation.
3. CONDITIONAL SALES PERFORMANCE ADJUSTMENT
3.1 Subject strictly to compliance with this Policy, if the Client has not generated at least Ten Thousand Dollars ($10,000.00 AUD) in Gross Sales during the Measurement Period, the Company will pay to the Client an amount equal to the Sales Shortfall Amount, capped at Ten Thousand Dollars ($10,000.00 AUD).
3.2 For the avoidance of doubt:
3.3 The maximum total liability of the Company under this Policy for Performance Assurance is Ten Thousand Dollars ($10,000.00 AUD), regardless of the Total Paid by the Client.
4. STRICT ELIGIBILITY CONDITIONS
In order to qualify for the Performance Assurance and payment of any Sales Shortfall Amount or Refund, the following conditions must be met:
a. Full Payment
The Client has paid all fees due and payable to the Company in full, including under any payment plan.
b. Program Completion
The Client has completed the Ecommerce Accelerator Training Program within sixty (60) days of the Commencement Date.
c. Product Selection, Validation and Company Endorsement
The Client acknowledges and agrees that any decision to proceed with a product remains the Client’s own business decision, including where the product was identified from Product Suggestions provided by the Company. The Client must not treat any Product Suggestion, product validation, or product endorsement as a guarantee of suitability, profitability, market demand, or commercial success.
The Client is solely responsible for selecting the product or products to be sold through the Client’s ecommerce store. The Company may, as part of the Program, provide product suggestions, examples, lists, research, guidance, or potential product opportunities for the Client to consider. Any such suggestions are provided for general educational and business guidance purposes only and do not constitute a direction, instruction, guarantee, warranty, or representation by the Company that the Client should proceed with that product or that the product will achieve any particular commercial outcome.
The Client’s selected product or products, whether independently identified by the Client or selected from any product suggestions, examples, lists, research, guidance, or opportunities provided by the Company, must be submitted to the Company for review and must be validated and endorsed by the Company in writing before the Client proceeds with product sourcing, supplier commitment, store build completion, advertising, launch activity, or any performance measurement under this Policy.
The Client acknowledges that product selection is a material business decision and a material factor affecting ecommerce performance. The Client remains responsible for making their own final decision to proceed with any product, including assessing whether the product is suitable for their budget, skills, risk appetite, supplier arrangements, margins, fulfilment capacity, legal compliance, and business objectives.
The Company will assess product validation requests reasonably and in good faith, based on the information provided by the Client and the information reasonably available to the Company at the time of assessment. Product validation or endorsement by the Company is limited to confirming that the selected product may proceed for the purposes of the Program and this Policy.
Validation or endorsement of a product by the Company does not constitute a guarantee, warranty, or representation that the product will achieve any particular sales, revenue, profit, conversion, demand, customer acceptance, advertising performance, supplier reliability, or commercial outcome.
The Company is not responsible for any performance outcome, Sales Shortfall Amount, Performance Assurance payment, or Policy-based Refund where the Client proceeds with a product or products that have not been validated and endorsed by the Company in writing, or where the Client materially changes, substitutes, adds, repositions, rebundles, reprices, or markets products in a materially different way without obtaining further written validation and endorsement from the Company.
Failure to obtain written product validation and endorsement from the Company will result in ineligibility for Performance Assurance and any Refund under this Policy, subject always to the Client’s non-excludable rights under the Australian Consumer Law.
d. Coaching Attendance
The Client has attended a minimum of two ( 2 ) coaching sessions per week or such other minimum as specified by the Company in writing, acting reasonably.
e. Advertising Spend Requirement
The Client has spent no less than fifty dollars ($50.00 AUD) per day on paid advertising via Facebook or another Company-approved platform for a minimum continuous period of ninety (90) days during the Measurement Period, unless otherwise approved in writing.
f. Advertising Account Issues
Where advertising accounts are restricted, disabled, or suspended through no fault of the Client, the Company may, acting reasonably, approve alternative platforms or adjust the advertising requirement for the affected period.
g. Shopify Store Build and Acceptance
Where the Company has built the Client’s ecommerce store, the Client must:
h. Good Faith Implementation
The Client must have implemented the strategies, recommendations, and systems provided by the Company in a genuine and commercially reasonable manner and must not have intentionally failed to follow material guidance provided by the Company in circumstances reasonably likely to impact performance outcomes.
i. Ongoing Participation During Review
The Client must continue to actively participate in the Program and comply with all obligations during any assessment, remediation, or review under this Policy. Suspension or disengagement may result in ineligibility.
Failure to satisfy any one condition will result in non-payment of any Sales Shortfall Amount.
5. EVIDENCE AND VERIFICATION
5.1 As a condition precedent to any payment under this Policy, the Client must provide complete and accurate evidence of compliance, including but not limited to:
5.2 The Company will act reasonably when requesting evidence, and any verification process will not unreasonably delay payment. Client records from bona fide advertising or e-commerce platforms shall be sufficient proof.
6. NON-COMPLIANCE AND REMEDIATION
6.1 If the Company identifies any non-compliance, it will notify the Client in writing and provide a fourteen (14) day remediation period where remediation is reasonably capable.
6.2 Failure to remedy non-compliance within that period permanently disqualifies the Client from eligibility under this Policy.
6.3 The Client may dispute the notice given under clause 6.1 in writing within seven ( 7 ) days. Any determination by the Company regarding eligibility will be made reasonably, in good faith, and based on the available evidence. Nothing in this clause limits the Client’s rights under applicable law.
7. PAYMENT - PERFORMANCE ASSURANCE
7.1 Any approved Sales Performance Adjustment will be paid within thirty ( 30 ) days of written confirmation of approval by the Company.
7.2 Payment will be made in AUD via bank transfer or other mutually agreed method, inclusive of GST where applicable.
8. REFUND (MAXIMUM 50%, FORMULA-BASED)
8.1 The refund mechanism available under this Policy goes above and beyond the rights of the Client under the Australian Consumer Law. Nothing in this Policy excludes, restricts, or modifies any rights the Client may have under the Australian Consumer Law or other applicable consumer protection legislation.
8.2 Refunds may be issued only after Performance Assurance is exhausted or not applicable, up to a maximum of fifty percent (50%) of Total Paid.
8.3 Refund Calculation: formula-based, non-negotiable
Refund Amount = 50% of Total Paid minus any Performance Assurance already paid.
8.4 Eligibility for any Policy-based Refund requires strict compliance with Clause 4, and the following refund-only criteria, subject always to the Client’s non-excludable rights under the Australian Consumer Law:
Refund-Only Additional Criteria:
The Client must provide documentation as reasonably required by the Company to show:
8.5 Assessment of all of the calculations under this clause rests with the CEO or their delegate, acting reasonably. Any approved refund will be processed within thirty (30) days of written confirmation by the Company.
8.6 Any request for a refund under this Policy must be submitted in writing within fourteen (14) days of the end of the Measurement Period. Requests made outside this timeframe will not be considered.
8.7 Any refund (if approved) is final. The Client waives and releases any further claims, rights or entitlements relating to outcomes covered by this Policy to the maximum extent permitted by law. This clause is subject to the Client’s non-excludable rights under the Australian Consumer Law.
8.8 The Client agrees not to initiate any chargeback or payment dispute in relation to fees covered by this Policy while a claim is being assessed or after a determination has been made, except where expressly required by law.
9. NO GUARANTEE OF RESULTS
9.1 The Client acknowledges that:
9.2 No statement, marketing material, sales communication, or representation outside this Policy creates any assurance, guarantee, or entitlement.
10. ENTIRE AGREEMENT
10.1 This Policy forms part of the Client Services Agreement and, together with that Agreement, constitutes the entire agreement between the parties regarding Performance Adjustments and Refunds.
10.2 In the event of any inconsistency between this Policy and the Client Services Agreement, this Policy will prevail in relation to Performance Assurance and Refunds.
11. GOVERNING LAW
This Policy is governed by the laws of Queensland, Australia, and the parties submit to the exclusive jurisdiction of the courts of that State.
