Terms & Conditions

This Agreement is entered into between us and you, together the Parties and each a Party.

The Ecommerce Boss membership inclusions are:

  • one on one consultations with our senior team members for 30 minutes each (x6 per month) during the Term;
  • access to our suite of webinars and tutorials via our online library (Library);
  • consulting on the following areas:
    • specialist paid advertising (Meta, Google, TikTok, Pinterest);
    • shopify eCommerce optimization;
    • brand strategy and tone of voice;
    • digital channel activity plans;
    • copywriting;
    • influencer marketing and seeding;
    • events and ambassadorships;
    • email marketing, automation and SMS;
    • data science and analytics

.

The Retainer Services do not include consultancy on any of the following areas:

  • finance; or
  • legal

The fee is $1800 per month and is payable upfront monthly for a minimum 3 month term on a direct debit arrangement.

Subject to each Party’s right to terminate this Agreement in accordance with its terms, this Agreement commences on the Commencement Date and will continue for 3 months (Initial Term).

On the expiry of the Initial Term, this Agreement will be automatically renewed for subsequent monthly periods (each a Renewal Period), unless either Party provides written notice before the end of the Initial Term or the end of the then-current Renewal Period (as applicable) that it does not wish to renew this Agreement.

Please read these terms & conditions carefully before you sign up to Ecommerce Boss.

We draw your attention to the fact that:

  • we will handle your personal information in accordance with our privacy policy, available on our website;
  • subject to your Consumer Law Rights:
    • (where our Retainer Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Retainer Services again or paying the cost of having the Retainer Services supplied again;
    • our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to the Price paid by you to us in respect of the supply of the relevant Retainer Services to which the Liability relates;
    • we will not be liable for Consequential Loss or delays or failures in performance due to Force Majeure Events;
    • we will not be liable for any Liability you incur arising out of or in connection with the implementation of any advice provided; and
    • any payments made by you to us for Retainer Services already performed are not refundable to you.
  • a minimum period applies to this Agreement, during which, you will not be able to terminate this Agreement for convenience, and if you do, you are liable to pay us a fee;

This Agreement does not intend to limit your rights and remedies at Law, including any of your Consumer Law Rights.

Disclaimer

You acknowledge and agree that you are solely responsible for assessing the appropriateness and risks associated with implementing any advice provided by us under this Agreement. To the maximum extent permitted by law, we will not be liable for, and you release us from liability for any Liability caused or contributed to by, arising from or in connection with the implementation of any advice provided by us.

  • 1. Retainer Services

    • 1.1 In consideration of your payment of the Price, we will provide the Retainer Services in accordance with this Agreement, whether ourselves or through our Personnel.
    • 1.2 You acknowledge and agree that any information, advice, material or work provided by us as part of the Retainer Services does not constitute legal or financial advice.
    • 1.3 We will provide the Retainer Services virtually unless otherwise agreed between the Parties. If you elect to receive the Retainer Services in person, you are required to pay our reasonable expenses associated with attending your location, including travel and accommodation, as agreed between the Parties.
    • 1.4 All variations to the Retainer Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instructions or directions from you constitute a variation to the scope of the Retainer Services or our obligations under this Agreement, then we will not be obliged to comply with such instructions or directions unless agreed in accordance with this clause

  • 2. Your Obligations

    • 2.1 You agree to (and to the extent applicable, ensure that your Personnel agree to):
      • (a) comply with this Agreement, all applicable Laws, and our reasonable requests;
      • (b) provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide the Retainer Services; and
      • (c) not (or not attempt to) disclose, or provide access to, the Retainer Services to third parties without our prior written consent.
    • 2.2 You agree to pay our additional costs reasonably incurred as a result of you failing to comply with this clause 2.

  • 3. Price and Payment

    • 3.1 In consideration for us providing the Retainer Services, you agree to pay all amounts due under this Agreement in accordance with the Payment Terms.
    • 3.2 If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion, and without prejudice to any of our rights or remedies under this Agreement or at Law):
      • (a) after a period of 5 Business Days from the relevant due date, cease providing the Retainer Services, and recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so (including all recovery costs); and/or
      • (b) charge interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the relevant due date in accordance with the Payment Terms.
    • 3.3 When applicable, GST payable will be clearly shown on our invoices. You agree to pay us an amount equivalent to the GST imposed on these charges. “GST” has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

  • 4. Intellectual Property

    • 4.1 As between the Parties:
      • (a) we own all Intellectual Property Rights in Our Materials;
      • (b) you own all Intellectual Property Rights in Your Materials; and
      • (c) nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.
    • 4.2 We grant you a non-exclusive, revocable, royalty-free, worldwide, non-sublicensable and non-transferable right and licence, for the Term, to use Our Materials that we provide to you via a secure share drive link or otherwise by granting you access to our Library, solely for your use and enjoyment of the Retainer Services, as contemplated by this Agreement.
    • 4.3 You grant us a non-exclusive, irrevocable, royalty-free, worldwide, non-sublicensable (other than to our related bodies corporate, as that term is defined in the Corporations Act 2001 (Cth)) and non-transferable right and licence to use Your Materials that you provide to us solely for the purpose of performing of our obligations or exercising our rights under this Agreement.
    • 4.4 If you (if you are an individual) or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with this Agreement, you agree to (and will procure that your Personnel) consent to our use or infringement of those Moral Rights.
    • 4.5 This clause 4 will survive termination or expiry of this Agreement.

  • 5. Conflicts of Interest

    • 5.1 You have the option to disclose the names of your top 2 of competitors with us (Competitors). Throughout the Term, we agree to refrain from engaging in any business with the Competitors you’ve identified.
    • 5.2 The Parties acknowledge and agree that following termination of the Agreement, we have the right to independently engage any of the Competitors.

  • 6. Confidential Information

    • 6.1 Subject to clause 6.2, each Party must (and must ensure that its Personnel do) keep confidential, and not use or permit any unauthorised use of, confidential information provided by the other Party.
    • 6.2 Clause 6.1 does not apply where the disclosure is required by Law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the disclosing Party ensures the adviser complies with the terms of clause 6.1.
    • 6.3 This clause 6 will survive the termination of this Agreement.

  • 7. Australian Consumer Law

    • 7.1 Certain legislation, including the Australian Consumer Law, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the supply of the Retainer Services by us to you which cannot be excluded, restricted or modified (Consumer Law Rights). To the extent that you maintain Consumer Law Rights at Law, nothing in this Agreement excludes those Consumer Law Rights.
    • 7.2 Subject to your Consumer Law Rights, we provide all material, work and services (including the Retainer Services) to you without conditions or warranties of any kind, implied or otherwise, whether in statute, at Law or on any other basis, except where expressly set out in this Agreement.
    • 7.3 This clause 7 will survive the termination or expiry of this Agreement.

  • 8. Liability

    • 8.1 To the maximum extent permitted by law, we will not be liable for, and you release us from liability for any Liability caused or contributed to by, arising from or in connection with the implementation of any advice provided by us.
    • 8.2 Despite anything to the contrary but subject to your Consumer Law Rights, to the maximum extent permitted by Law:
      • (a) neither Party will be liable for Consequential Loss;
      • (b) a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and
      • (c) (where our Retainer Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Retainer Services again or paying the cost of having the Retainer Services supplied again; and
      • (d) our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to the Price paid by you to us in respect of the supply of the relevant Retainer Services to which the Liability relates.
    • 8.3 This clause 8 will survive the termination or expiry of this Agreement.

  • 9. Term and Termination

    • 9.1 This Agreement will operate for the Term.
    • 9.2 If you terminate this Agreement before the end of the Term, you agree to pay the remainder of the Price, as a genuine pre-estimate of our loss. If the Parties agree, we may at our sole discretion convert the remainder of the Price to a credit that can be used for any of the Retainer Services our business offers.
    • 9.3 This Agreement will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
      • (a) the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
      • (b) the Defaulting Party goes bankrupt, insolvent or is otherwise unable to pay its debts as they fall due.
    • 9.4 Upon expiry or termination of this Agreement:
      • (a) we will immediately cease providing the Retainer Services;
      • (b) without limiting and subject to your Consumer Law Rights, any payments made by you to us for Retainer Services already performed are not refundable to you;
      • (c) you are to pay for all Retainer Services provided prior to termination, including Retainer Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under this Agreement;
      • (d) by us pursuant to clause 9.3, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees); and
      • (e) we may retain your documents and information (including copies) to the extent required by Law or pursuant to any information technology back-up procedure, provided that we handle your information in accordance with clause 6.
    • 9.5 Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it.
    • 9.6 This clause 9 will survive the termination or expiry of this Agreement.

  • 10. General

    • 10.1

      Amendment: Subject to clauses 1.3, this Agreement may only be amended by written instrument executed by the Parties.

    • 10.2

      Assignment: Subject to clauses 10.3 and 10.10, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

    • 10.3

      Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with this Agreement, to a debt collector, debt collection agency, or other third party.

    • 10.4

      Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, this Agreement (Dispute) without first meeting a representative of the other Party within 10 Business Days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by the Australian Disputes Centre.

    • 10.5

      Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:

      • (a) as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
      • (b) uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.
        Where the Force Majeure Event prevents a Party from performing a material obligation under this Agreement for a period in excess of 60 days, then the other Party may by notice terminate this Agreement, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement.
    • 10.6

      Governing Law: This Agreement is governed by the laws of Victoria. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

    • 10.7

      Notices: Any notice given under this Agreement must be in writing addressed to the addresses set out in this Agreement, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

    • 10.8

      Publicity: Despite clause 5, with your prior written consent, you agree that we may advertise or publicise the broad nature of our supply of the Retainer Services to you, including on our website or in our promotional material.

    • 10.9

      Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

    • 10.10

      Subcontracting: We may subcontract the provision of any part of the Retainer Services without your prior written consent. We agree that any subcontracting does not discharge us from any liability under this Agreement and that we are liable for the acts and omissions of our subcontractor.

  • 11. Definitions

    • In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Schedule, and:

    • ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time.

    • Agreement means these terms and conditions and any documents attached to, or referred to in, each of them.

    • Business Day means a day on which banks are open for general banking business in Melbourne, Victoria, excluding Saturdays, Sundays and public holidays.

    • Commencement Date means the date you purchase a subscription (agreement) to Ecommerce Boss. 

    • Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us the Price will not constitute “Consequential Loss”.

    • Consumer Law Rights has the meaning given in clause 7.1.

    • Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

    • Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.

    • Law means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with this Agreement or the supply of the Retainer Services.

    • Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or

    • otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.

    • Library takes the meaning in the Schedule.

    • Moral Rights has the meaning given in the Copyright Act 1968 (Cth) and includes any similar rights in any jurisdiction in the world.

    • Our Materials means all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property, but excludes Your Materials.

    • Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.

    • Price means the price set out in the Schedule, as adjusted in accordance with this Agreement.

    • Retainer Services means the services set out in the Schedule, as adjusted in accordance with this Agreement.

    • Schedule means the schedule to this Agreement.

    • Your Materials means all Intellectual Property owned or licensed by you or your Personnel before the Commencement Date (which is not connected to this Agreement) and/or developed by or on behalf of you or your Personnel independently of this Agreement and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials.