Refund Policy | eCom Capital

Effective From: 17 February 2026

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;

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:

bonuses or promotional inclusions,
add-ons or optional services,
advertising spend of any kind,
advertising spend reimbursements,
time based access to any services already consumed,
third-party costs, software, tools, contractors, or platforms, and
any amounts paid directly to third parties.

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:

this payment is not a refund of fees paid;
this payment does not constitute a rescission, variation, or termination of the Client Services Agreement; and
the Client remains fully liable for all fees payable under the Client Services Agreement.

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 Sales 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. 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.

d. 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.

e. 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.

f. Shopify Store Build and Acceptance
Where the Company has built the Client’s ecommerce store, the Client must:

accept ownership of the store within sixty (60) days of the Commencement Date;
be entitled to no more than two (2) rounds of design revisions;
provide written approval or permitted feedback within forty-eight (48) business hours of each submission; and
acknowledge that failure to respond within that timeframe constitutes deemed approval.
provide all required content (including product imagery and copy) promptly once design concepts are approved; and
acknowledge that failure to provide required content may result in the store build being placed on hold until such content is provided.
The Client acknowledges that deemed approval has contractual consequences and may affect eligibility under this Policy and may impact eligibility for Performance Assurance and Refund under this Policy.

g. 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.

h. 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:

advertising spend records,
coaching attendance logs,
ecommerce platform sales reports,
store acceptance confirmations, and
any other documentation reasonably requested by the Company.

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 requires strict compliance with Clause 4, and the following refund-only criteria:

Refund-Only Additional Criteria:

The Client must provide documentation as reasonably required by the Company to show:

full compliance with all Performance Assurance conditions, AND
no material breach of the Client Services Agreement, AND
completion of the full Program, AND
demonstrated commercial viability (compliant store, ads, traffic/conversion data as reasonably assessed by reference to industry benchmarks and data available to the Company), AND
participation in any remediation plan offered by the Company, AND
no misleading inputs (e.g., inaccurate cost data, product margins, prior experience misrepresentation).

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:

ecommerce performance depends on multiple factors outside the Company’s control; and
the Company does not guarantee profits, revenue, or commercial success.

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.

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