Terms and Conditions

The Company and the Client enter into this Membership Agreement so the Company can provide the Client with a non-transferable and limited licence to use educational content, coaching, mentoring and related services developed by the Company for the purposes of learning about e-commerce, dropshipping and online business.

Agreement means this Membership Agreement.

Business Day means any day other than a Saturday, Sunday or public holiday in Western Australia.

Client means the person or entity who accepts this Agreement and/or purchases the Services.

Confidential Information means all non-public information, records, materials, educational resources and Company-hosted content, in any form, other than information which is public at the Commencement Date, later becomes public without breach of this Agreement, was already lawfully in the recipient’s possession, or must be disclosed by law or to comply with tax requirements.

Deposit means any amount payable prior to the commencement of Services as set out in the Quote.

Dispute means any dispute, difference or issue between the Parties concerning or arising out of or in connection with this Agreement or its subject matter, termination, validity, repudiation, rectification, frustration, operation or interpretation.

Fees means the fees payable for the Services as set out in the Quote or checkout.

Force Majeure Event means any event beyond the reasonable control of the affected party, including fire, explosion, flood, earthquake, cyclone, epidemic, pandemic or natural disaster; war, revolution, riot, civil disturbance, act of terrorism or unlawful act; theft, malicious damage, strikes, lock-outs or industrial action; power failure or failure of telecommunications; and, in respect of the Company, the death, disablement or serious illness of a key person.

GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property means copyright, designs, processes, trade marks, formulas, inventions, models, business names, domain names, patents, trade secrets, source code, course content, templates, scripts, video, imagery and any other intellectual property right of any nature anywhere in the world, whether registered or unregistered.

Loss means any claim, demand, remedy, suit, injury, damage, loss, cost, liability, action, proceeding or claim for compensation, however arising and whether direct or indirect.

Materials means any deliverables, videos, templates, workbooks, recordings, tools or other content made available to the Client as part of the Services.

Program means the course, coaching or mentoring offering the Client has purchased, accessed via the Website.

Quote means the price and inclusions for the Program, whether set out in a written quote, checkout page, application form or written variation agreed by both Parties.

Services means, generally, the Program and any other work, support or coaching performed by the Company for the Client.

Website means the portal(s) and domains operated by the Company through which the Client accesses Materials and Services, including https://ecomcademy.info.

If the Client wishes to add to or vary the Program, the Client must send the Company written notice with full details. The Company is not obliged to accept such requests. Where accepted, the Company will issue a new Quote which must be signed or accepted by both Parties before work begins. Unless otherwise stated, the terms of this Agreement apply to any variation or additional Services.

The Company may vary this Agreement at any time by posting an updated version on the Website and, where the change is material, providing at least 14 days’ notice. Continued access to or use of the Website or Services after the effective date constitutes acceptance of the updated terms.

All Intellectual Property in the Website, Services and Materials is and remains the exclusive property of Carter WA Enterprises Pty Ltd and its licensors, including (without limitation) all copyright, trade marks, source code, videos, imagery, templates, scripts, workbooks, methods, systems and know-how.

The Company grants the Client a non-exclusive, non-transferable, revocable, personal licence to access and use the Website and Materials solely for the Client’s own learning and personal business use, subject to this Agreement. The licence does not permit the Client to:

• share, resell, sublicense, distribute, reproduce, publish or publicly display any part of the Materials;
• use the Materials to create a competing course, program, coaching offer, agency methodology or training product;
• scrape, copy, screen-record, download in bulk, or use automated tools to extract Materials;
• share login credentials or otherwise allow any other person to access the Materials using the Client’s account;
• use the Company’s name, trade marks or trade dress in connection with any product or service without prior written consent.

Any breach of this Section 6 terminates the licence automatically. The Company is entitled to injunctive relief in addition to any other remedy available at law or in equity, and this injunctive remedy is independent of and takes priority over the dispute resolution process in Section 14.

Third-party services. The Website may link to third-party websites and services. The Company does not control those third parties and is not liable for the Client’s use of them; the Client must comply with their terms and check their privacy policies.

Where there is inconsistency between documents forming this Membership Agreement, the following order of hierarchy applies: (1) this Agreement; (2) the Quote and checkout details; (3) any further written variation agreed by both Parties.

The Parties must not disclose Confidential Information to any person except with the other party’s written consent, where legally required, or to a legal/financial/professional adviser bound by confidentiality.

Confidential Information includes but is not limited to:

• information about any client, contractor, employee or affiliate of the Company;
• client lists, performance figures, margins, product information and other commercially sensitive data;
• coaching content, community discussions, coaching call recordings, private group posts and Slack/Discord/Skool content;
• marketing plans, business strategies, techniques, procedures and methods; and
• trade secrets and specialised know-how relating to the Program.

The Client must not reverse engineer, decompile or attempt to derive source code from any Company software or platform. The Client agrees not to make derogatory or disparaging statements, oral or written, about the Company, its team, its products or its services, and will take reasonable steps to prevent others from doing so. This obligation survives termination.

The Client acknowledges that the Company’s Confidential Information and Materials derive commercial value from not being generally known, that it is not possible for the Client to work in a similar training/coaching capacity for a direct competitor without drawing on that information, and that the Client will build relationships with other students and staff that form part of the Company’s goodwill.

The Client will not, without the Company’s prior written approval, and for the duration of the Program plus 12 months after termination:

• launch, operate or promote any e-commerce course, mentoring program, mastermind, agency offer, coaching program or digital product that materially replicates the Company’s methods, curriculum or brand positioning;
• solicit, recruit or engage any other student, coach, staff member or contractor of the Company for a competing business; or
• otherwise engage in conduct that has the primary purpose of competing with the Company using its Confidential Information or Materials.

This restraint applies within Australia, and separately in each other country in which the Company markets or delivers the Program at the date of termination. If any part of this restraint is held to be unenforceable, the Parties agree it may be read down to the extent necessary to make it enforceable.

The Client may only use the Website and Services for lawful purposes and in accordance with this Agreement. The Client must not:

• interfere with the Website or Services using viruses or other disruptive technology;
• modify, reverse engineer, decompile, disassemble or create derivative works from any Company technology;
• use bots, spiders or scraping tools to monitor or copy pages, other than standard search-engine indexing;
• collect email addresses or personal information about other users;
• impersonate any person or entity, including Company staff;
• interfere with any other user’s ability to use the Website or Services;
• frame, co-brand, deep-link to restricted areas of, or hot-link the Website without prior written consent;
• engage in spamming or unlawful marketing (including relaying email through third parties without consent, sending messages with false headers or missing unsubscribe links, or otherwise breaching the Spam Act 2003 (Cth));
• disparage other users or third parties, discuss or incite illegal activity, use racially or sexually offensive language, harass, threaten or bully anyone; or
• solicit passwords or account information from any other user.

The Client is responsible for maintaining the confidentiality of their password and account, must not share credentials, and must notify the Company immediately of any suspected unauthorised use.

Any material the Client posts to public areas of the Website (comments, questions, reviews, testimonials, submissions) is deemed non-confidential. The Client grants the Company a perpetual, worldwide, royalty-free, sublicensable licence to use such submissions for any lawful purpose, including marketing.

The Company’s collection and use of personal information is governed by our Privacy Policy.

The Company reserves the right, but does not assume the obligation, to monitor transactions and communications through the Website and Services. If the Company reasonably determines that the Client has breached this Agreement, or that a transaction or communication is inappropriate, the Company may cancel the transaction, remove content, suspend access, or take any other action it deems appropriate, without liability to the Client or any third party.

The Company may modify the Website or Services at any time, with or without notice, and will not be liable for doing so, provided that reasonable steps are taken to preserve the Client’s access to Materials for the duration of their enrolment.

Subject to your rights under the Australian Consumer Law and any express money-back guarantee stated on the checkout page for your Program, all Fees are non-refundable. We operate with a strict no-refund policy for change of mind, change of circumstance, lack of time, lack of implementation, or unrealistic expectations of results.

Where a Program is offered with a documented money-back guarantee, refunds will only be issued where the Client has met every one of the following conditions and can provide evidence to our reasonable satisfaction:

• consumed at least 80% of the Program video content;
• attended (live or via recording) all scheduled coaching / Q&A calls during the guarantee period;
• created and maintained an eBay seller account in good standing (no suspensions, restrictions, or policy violations that prevent selling) and linked it to the Program as instructed;
• listed at least the minimum number of products on eBay as specified on the checkout page or in the Program (for example, at least 50 live listings), using the sourcing, listing, pricing and shipping methods taught in the Program;
• actively managed the eBay account for the minimum period stated on the checkout page, including handling customer inquiries, order fulfilment, returns and seller metrics;
• submitted the eBay store URL, active listings, and account health details to the Company for review at least 14 days before the end of the guarantee period; and
• submitted a written refund request within the guarantee window stated on the checkout page (for example, 90 days from the enrolment date), together with screenshots and supporting evidence of each item above.

Refund requests will be assessed within a reasonable time. Refunds, where approved, are paid to the original payment method and are net of any third-party processing fees. Nothing in this Section limits the Client’s non-excludable rights under the Australian Consumer Law.

• The Client must pay any Deposit before Services commence, all Fees on the schedule set out in the Quote or checkout, and any reasonable Expenses.
• All prices are exclusive of GST unless otherwise stated. GST (where applicable) will be added at the prevailing rate.
• If any scheduled payment fails, declines or is charged back without a lawful basis, the Company may (at its discretion) suspend access to the Program until the outstanding amount is paid in full (including any dishonour and recovery costs), charge a reasonable late-payment administration fee, and/or refer the debt to a collection agency and recover reasonable collection costs (including legal fees) from the Client.
• The Client agrees that a chargeback disputing valid Fees for a Program the Client has accessed will be treated as a breach of this Agreement, and the Client indemnifies the Company for any resulting Loss, including chargeback fees.

If a Dispute arises, the Parties will act in good faith to resolve it as follows:

1. The party raising the Dispute must give the other party written notice describing the Dispute (a “Notice of Dispute”) and proposing a time and place (during business hours) for a without-prejudice meeting.
2. The Parties’ representatives must meet and use their best endeavours to resolve the Dispute within 10 Business Days.
3. If the Dispute is not resolved, either party may refer it to an independent expert or mediator agreed by both Parties, or in default of agreement, appointed by the President for the time being of the Law Society of Western Australia. Costs are shared equally.
4. Communications made during dispute resolution are without prejudice and are not admissible in any legal proceeding.
5. Despite any Dispute, the Parties must continue to perform their obligations under this Agreement.
6. Neither party may commence court proceedings in relation to a Dispute unless this process has been followed, except for urgent interlocutory or urgent injunctive relief, or a claim for the recovery of money owed.

To the extent permitted by law, and except where a party seeks urgent interlocutory relief or the recovery of money owed, all claims, disputes or controversies between the Parties (in contract, tort, negligence, statute or otherwise) must first be attempted to be resolved under Section 14.

The Parties agree that all claims will be brought solely in each party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or private-attorney-general proceeding. No arbitrator or expert may consolidate more than one person’s claims or preside over any form of representative or class proceeding.

The Program is provided strictly for educational and informational purposes. The Client is solely responsible for their own results, decisions and business outcomes. Results vary significantly and depend on effort, market conditions, skill, capital and many factors outside the Company’s control. As with any business, there is an inherent risk of loss of capital. The Company does not guarantee any specific income, revenue, sales, profits or business result.

The Company does not provide financial, legal, accounting, tax or investment advice. The Client should obtain independent professional advice before making commercial decisions.

The Website, Services and Materials are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, the Company does not warrant that the Website or Services will be uninterrupted, free of errors, secure from unauthorised access, or fit for any particular purpose.

Nothing in this Agreement excludes, restricts or modifies any right or remedy under the Australian Consumer Law, the Competition and Consumer Act 2010 (Cth), or any equivalent state or territory legislation, that cannot lawfully be excluded, restricted or modified. Where a statutory guarantee applies and cannot be excluded, the Company’s liability for breach of that guarantee is, where permitted under section 64A of the Australian Consumer Law, limited (at the Company’s option) to:

• supplying the Services again; or
• paying the cost of having the Services supplied again.

Subject to the paragraph above, and to the maximum extent permitted by law:

• the Company is not liable for indirect, incidental, consequential, special or punitive damages, or for loss of profits, revenue, business opportunity, goodwill or data; and
• the Company’s total aggregate liability under or in connection with this Agreement is capped at the total Fees paid by the Client to the Company in the twelve (12) months immediately before the event giving rise to the liability.

The Company’s liability is reduced to the extent the Client caused or contributed to the Loss.

The Client is solely responsible for the legality of their own business activities under the laws that apply to them, including consumer, tax, advertising and product-compliance laws in their jurisdiction.

The Client indemnifies and holds harmless the Company and its related bodies corporate, officers, employees, contractors, coaches and agents (the “Indemnified Parties”) from and against any Loss (including reasonable legal costs) arising out of or in connection with:

• the Client’s breach of this Agreement;
• the Client’s use of the Website, Services or Materials in a manner not permitted by this Agreement;
• the Client’s business activities, products, advertising or dealings with third parties (including customers, suppliers, platforms and payment processors); or
• any third-party claim arising from content the Client submits or publishes.

The Company may (at its option) control the defence, settlement and resolution of any claim covered by this indemnity at the Client’s reasonable cost, and the Client must not settle any such claim without the Company’s prior written consent.

Notices under this Agreement must be in writing and delivered by email, post or overnight courier to the email address or postal address most recently notified by the receiving party. Notices are deemed received:

• if sent by email, on the day of sending (unless the sender receives a bounce-back);
• if sent by post or courier, two (2) Business Days after posting.

The Client agrees to communicate primarily by email and in-platform channels, and not to contact staff excessively or outside business hours.

Neither party is liable for failure or delay in performing its obligations (other than payment obligations) to the extent the failure or delay is caused by a Force Majeure Event. The affected party must notify the other party as soon as practicable and take reasonable steps to mitigate the impact. If a Force Majeure Event continues for more than three (3) months, either party may terminate this Agreement by written notice, without liability, subject to Section 12.

• Governing law and jurisdiction. This Agreement is governed by and construed in accordance with the laws of Western Australia. Each party submits to the exclusive jurisdiction of the courts of Western Australia and courts of appeal from them.
• Entire agreement. This Agreement (together with the Quote/checkout and the Privacy Policy) is the entire agreement between the Parties and supersedes any prior agreement or representation.
• Waiver. A failure or delay in exercising a right does not operate as a waiver. A single or partial exercise does not preclude further exercise of that or any other right.
• Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force.
• Independent contractors. The Parties are independent contractors. No agency, partnership, joint venture or employment relationship is created.
• Assignment. The Company may assign this Agreement to a related body corporate or in connection with a sale of business, without the Client’s consent. The Client may not assign this Agreement without the Company’s prior written consent.
• Minors. Clients must be at least 18 years of age. By accepting this Agreement you represent that you are 18 or older.
• Intellectual property complaints. If you believe your work has been copied in a way that constitutes copyright infringement, please contact us at contact@ecomcademy.info.

If you have any questions about this Agreement, please contact us at contact@ecomcademy.info.