GEI Education Pty Ltd ACN 632 917 492 trading as GROEI and Growth Education Institute (‘GROEI’)
Affiliate Program Terms & Conditions
1. GROEI
1. GEI Education Pty Ltd ACN 632 917 492 trading as GROEI and Growth Education Institute (“GROEI”) provides on-demand access to practical and current learning content to facilitate the growth of small businesses (“Services”). For the purposes of providing the Services, GROEI operates the website: www.groei.com.au (“Website”) and offers key products including but not limited to:
a. Trailblazers program – a 16 week online hosted program for solo, micro and small business owners offering a combination of 2-hour peer group meetings and one-on-one mentoring utilising Zoom, supported with online learning modules focused on strategic growth;
b. Bootstrappers program – a 16 week online hosted program for individuals with a business idea or a side hustle including solopreneurs and micro business owners. This program offers a combination of peer group meetings and one-on-one mentoring utilising Zoom, supported with online hosted modules focused on product ideation, customer engagement and entrepreneurial mindset.
c. groei.us – an online community and learning camp where Customers will engage with fellow GROEI learners and download additional tools and resources to help their businesses grow;
d. Pathfinders – a weekly peer group program for solopreneurs and micro business owners using problem solving and decision-making processes with a group of six (6) to nine (9) non-competing peers.
e. Mapmakers – an annual strategy and business performance accountability program for solopreneurs and micro business owners designed to create a routine for our business.
(collectively “Products”).
2. GROEI operates an affiliate program whereby third-party affiliates agree to act as either a Referral Partner, Local Community Leader, Program Mentor or Program Facilitator (or a combination of these roles) and refers Customers to the Website to purchase Products in consideration for GROEI paying a Commission to the affiliates.
3. GROEI and the Affiliate accept and agree that the Program will be governed by the Terms and the parties will be bound by such Terms during the term of the Program.
2. DEFINITIONS AND INTERPRETATION
1. Unless otherwise specified the following words and phrases have the following meanings in these Terms:
a. “Affiliate” means an affiliate of the Program and in particular the entity stipulated in item 1 of the Letter of Offer;
b. “Application” means an application by you to become an Affiliate of the Program pursuant to clause 3;
c. “Australian Dollars” or “$” means the lawful currency of the Commonwealth of Australia;
d. “Business Day” means a day that is not a Sunday, Saturday, or public holiday in Brisbane in the State of Queensland;
e. “Commission” means the commission payable by GROEI to you as calculated in accordance with item 13 of the Letter of Offer.
f. “Community Leader” means the affiliate role as stipulated in item 7 of the Letter of Offer.
g. “Customer” means any client, customer and/or member of GROEI;
h. “Exchange Rate” means the rate of converting Australian Dollars into another currency at the rate of exchange at the time GROEI is required to make the payment in the other currency, as determined by GROEI pursuant to the exchange rates made available by the Reserve Bank of Australia on its website at any relevant time (such determination to be conclusion and binding on you) or at a rate pre-arranged between GROEI and you.
i. “GST” has the same meaning as given in the GST Law;
j. “GST Law” has the same meaning as given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
k. “Letter of Offer” means the letter of offer addressed to the Affiliate from GROEI.
l. “License” means the license provided by GROEI to the Affiliate in clause 7.1;
m. “Mentor” means the affiliate role as stipulated in item 9 of the Letter of Offer.
n. “Program” means the GROEI affiliate program;
o. “Regional Leader” means the affiliate role as stipulated in item 8 of the Letter of Offer.
p. “Role” means the Affiliate’s Role as stipulated in item 6 of the Letter of Offer.
q. “Term” means the term of the Program with the Affiliate as stipulated in item 10 of the Letter of Offer.
r. “Terms” means these Terms & Conditions; and
s. “Website” means www.groei.com.au.
2. In these Terms unless the contrary intention appears:
a. the singular includes the plural and vice versa;
b. “person” includes the firm and “firm” includes company and “company” includes corporation;
c. a reference to one gender includes all other genders and no gender;
d. a reference to any party to these Terms or any other document or arrangement includes that party’s executors, administrators, substitutions, successors and permitted assigns;
e. any words following the terms “include”, “including”, “in particular” or any similar expression are construed as illustrative and do not limit the sense of the words, description, definition, phrase, or term preceding those terms; and
3. APPLYING TO BECOME AN AFFILIATE
1. You may apply to GROEI to become an affiliate of the Program by completing the registration form at [INSERT LINK] (“Application”).
2. There is no fee for applying to become an affiliate of the Program.
3. If you have any queries about the Program or the Terms before applying to become an Affiliate you may contact GROEI on [email protected].
4. ACCEPTANCE OF TERMS & CONDITIONS
1. These Terms and the Letter of Offer govern the rights and obligations of you and GROEI under the Program. Before applying to become an affiliate, you should read these Terms together with the Letter of Offer carefully. If you do not agree to these Terms, do not apply for the Program.
2. These Terms are not exclusive to the Affiliate and nothing in the Terms prevents GROEI from procuring other third parties to act as an affiliate of the Program at any time and on any terms.
3. By making an Application, you expressly represent and warrant to GROEI that:
a. you have read and agree to be bound by these Terms;
b. you are at least 18 (eighteen) years of age or older, and capable of entering into a legally binding agreement;
c. you agree to bound by GROEI’s terms and conditions that is located at www.groei.com.au/website-terms and GROEI’s privacy policy that is located at www.groei.com.au/privacy-policy
d. you have an Australian Business Number (ABN).
e. GROEI operates in the Commonwealth of Australia. By making an Application, you expressly represent and warrant to GROEI that you have complied and will continue to comply with all laws of your country of residence and the country you access the Website and Services from.
5. USE OF THE WEBSITE, PRODUCTS AND PROGRAM
1. You must only use the Website, Products and any GROEI marketing and customer material for the bona fide purpose as an Affiliate of the Program and to operate a GROEI course.
2. You must not:
a. use the Website, Products or Program in the furtherance of any criminal activities, including but not limited to:
b. terrorist financing;
c. money laundering; or
d. malicious hacking.
e. reverse engineer, disassemble or otherwise attempt to construct, copy or replicate the Website or Products;
f. interfere with the security of the Website or Products or the use of the Website or Products by other affiliates or Customers, including but not limited to distributing viruses, corrupted files, adware, malware, spyware or similar software or programs that may damage the operation of any computer hardware or software or which are otherwise directed at the Website, Product, other affiliates, GROEI or Customers;
g. infringe the intellectual property rights or other rights of any person (including GROEI);
h. use the Website, Products or Program, or any information acquired from the Website, Program or Products, for commercial purposes which are competitive to GROEI or which otherwise would be detrimental or prejudicial to GROEI’s interests in any way;
i. collect or store any personal data about other affiliates, staff members of GROEI or Customers; or
j. do anything else that may interfere with or negatively affect the operation or reputation of GROEI, the Website, the Program, the Products or other affiliates.
6. INFORMATION AND DOCUMENTS
1. On GROEI’s reasonable request or when required by law, you must provide accurate and complete information to GROEI including but not limited to documents to verify your identity or payment methods.
2. You must not:
a. provide GROEI with information you know or ought to know is inaccurate, incomplete, or misleading; or
b. provide GROEI with false documents, including identification documents.
3. On GROEI’s request, you must provide an appropriate photograph of yourself together with a profile description and you consent for this material to be published, at the discretion of GROEI, on the Website, marketing material, grants and/or submissions made by GROEI.
7. LIMITED RIGHT TO USE
1. Subject to these Terms, you are granted a revocable, non-exclusive license (“License”) to:
a. participate in the Program in the Role;
b. use any marketing material, online resources and administration support supplied to you by GROEI (including but not limited to text and images) for use as an affiliate during the Term.
2. The License will be immediately revoked in the event that you breach these Terms or if the Program is terminated in accordance with clause 11 of the Terms.
8. PAYMENT OF COMMISSION
1. At the commencement of the agreement, you must provide details for one of the following payment methods: Stripe, PayPal, or bank account transfer via the affiliate link provided.
2. Subject to your compliance with these Terms, GROEI will pay you all undisputed monthly tax invoices detailing the Commission by your preferred payment method within fourteen (14) days of receipt of the accurate tax invoice. The Affiliate’s tax invoices will be in full compliance with the GST Act.
3. All payments will be made in Australian Dollars, at the Exchange Rate current at the time of payment. GROEI will not be liable for any loss in value due to changes in the Exchange Rate between the date of the tax invoice and the date of payment.
9. INSURANCE
1. The Affiliate must maintain at all times during the Term, at the Affiliate’s sole expense a professional indemnity and public liability insurance policy with a reputable insurer in the amount of no less than $1,000,000
2. On written request by GROEI, the Affiliate will provide GROEI sufficient details evidencing the insurance policy referred to in clause 9.1 including but not limited to a copy of the certificate of currency.
10. RESTRAINT
1. The Affiliate acknowledges and agrees that during the Term, it may acquire significant information about GROEI’s business and have the opportunity to forge relationships with GROEI’s personnel and Customers. Accordingly, the Affiliate will not, during the Term:
a. use, copy, disseminate, distribute or provide GROEI educational material for any purpose other than for the operation of a GROEI course or product;
b. directly or indirectly, canvass, solicit, induce or encourage any Customer of GROEI to cease being a Customer of GROEI (although this subclause (a) shall not apply to any Customer who independently seeks to interact or engage with the Affiliate independent of the Terms); or
c. directly or indirectly, canvass, solicit, induce or encourage any employee of GROEI to cease being an employee of GROEI and become an employee of the Affiliate or other third party (although this subclause (b) shall not apply to any GROEI employee who independently responds to public advertisements for employment or engagement that the Affiliate or other third party may advertise from time to time in their usual course of business).
2. GROEI acknowledges that the affiliates already possess knowledge and expertise that will benefit the Customers. GROEI further acknowledges that following the Customer’s completion of the Products the Affiliate may have a working relationship with Customers. In that event, the Affiliate agrees to be transparent with GROEI and provide details as to any working relationship with Customers.
11. TERMINATION
1. GROEI may suspend or terminate your engagement as an affiliate at any time and for any reason, effective immediately, by sending a notice to the contact details you have provided.
2. You may terminate your engagement as an affiliate with GROEI at any time by providing thirty (30) days written notice to us to [email protected].
3. Following termination of your Account, you must immediately:
a. remove any material that in any way suggests a relationship with GROEI; and
b. return all marketing material supplied to you by GROEI (including but not limited to text and images).
4. In the event that your engagement has been terminated and you are not in breach of these Terms, GROEI will pay any remaining Commission on the first Business Day of the next month following the date of termination.
5. In the event that your engagement has been terminated and such termination arose due to a breach by you of these Terms, you agree that any remaining Commission is forfeited.
12. INDEMNITY
1. To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless GROEI (and each of their associated entities, directors, officers, affiliates, employees, service providers, members, representatives and agents) from and against all claims, demands, actions, suits, proceedings, liabilities, losses, damages, penalties, fines, expenses and costs (including legal costs on an indemnity basis and/or those awarded by a court) arising out of or relating to:
a. your conduct and use of the Program and Products, including but not limited to anything that would cause GROEI to be in breach of any agreement with its Customers;
b. your breach of these Terms;
c. your breach of any law;
d. your violation or breach of GROEI’s copyright, intellectual property, trade secrets, patents, trademarks, service marks or any other proprietary right under law;
e. any information that you provide to GROEI via the Program; or
f. any damage that you cause to the Program, the Products or to any other affiliate, Customer or any other person or entity.
2. Without limitation, this indemnity includes liability relating to intellectual property rights, defamation and breaches of privacy.
13. LIMITATION OF LIABILITY
1. To the maximum extent permitted by law, including the Australian Consumer Law:
a. GROEI does not guarantee the quality, performance or fitness for purpose of the Products or Program or the completeness, accuracy or currency of statements, representations and information of others (including without limitation data, reports and analyses) provided via the Website or Products and GROEI will not be liable to any person or entity for any direct, indirect, consequential or other loss, damage, liability, claim or expense (however caused, including due to negligence or breach of contract) which may arise out of, or in connection with, the use of the Website, Products or Program or the use of or reliance on information contained on or linked to the, Website, Products or Program.
b. the total aggregate financial liability of GROEI (and each of its associated entities, directors, officers, affiliates, employees, service providers, members, representatives and agents) to you, whether in contract, tort or statutory liability or otherwise, is limited to supplying access to the Products or Program again or payment of the cost of having access to the Products or Program supplied again.
c. GROEI does not provide any warranty in relation to your use of the Products or Program and GROEI does not provide any warranty that the information displayed on the Website or Products or provided through the Program is up-to-date, accurate or complete. GROEI gives no warranties, guarantees nor does it accept any liability in relation to the statements, representations and information of others (including without limitation data, reports and analyses) displayed on the Website.
d. GROEI excludes liability arising out of any inability to provide services under these Terms due to changes of law, regulations or policy, or an event of force majeure.
2. Nothing in these Terms is to be read as purporting to exclude statutory guarantees that cannot be excluded.
11.3 You hereby acknowledge and agree that we would not permit you to use the Program but for your acknowledgments and your agreement to the limitations on our liability as set out above.
3. You must independently satisfy yourself as to the information provided through GROEI’s Program. You agree to participate in GROEI’s Program at your sole risk and on an “as is” basis.
14. SECURITY AND ACCESSIBILITY
1. The transmission of information over the Internet (including to or from the Website or Products) is not completely secure or error free. In particular, emails to or from GROEI and information submitted to or accessed via the Website may not be secure and you should use discretion in deciding what information you send to GROEI via these means.
2. Emails to and from GROEI may undergo email filtering and virus scanning, including by third party contractors. GROEI does not warrant that such filters and scans will be effective in removing viruses or other potentially harmful code.
3. You acknowledge that you use the Website, Products and Program (and obtain and transmit data to it) entirely at your own risk, that it is provided on an ‘as is’ basis and that GROEI does not make any representations or warranties as to the security, availability of the Program or that your access or use will be uninterrupted, timely or secure.
4. GROEI may suspend your use of the Website, Products and/or Program at any time for maintenance, and will make reasonable efforts to give you prior notice where possible. You acknowledge that this may not be possible in an emergency.
5. You are responsible for maintaining and preserving the confidentiality of your account information (including logins and passwords) and your personal information.
6. You must notify GROEI immediately upon becoming aware of any unauthorised access or use of your account, password or any other applicable breach of the Website, Products or Program by contacting the support team at [email protected].
7. GROEI will never request your sensitive information such as log-ins or passwords by email. If you are not sure whether an email you have received is legitimate, please contact the support team at [email protected].
15. CONFIDENTIALITY
1. Each party shall maintain the confidentiality of these Terms and any information (whether oral, written or in electronic format) which may be supplied to it or which it may have access to as a result of these Terms from the other party
a. concerning the other party’s financial, business, operational or legal affairs, policies, procedures, pricing information, or customers and products and all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature;
b. that is by its nature confidential or commercially sensitive; or
c. is marked as or disclosed on the basis that it is confidential.
2. Each party shall not use or disclose such terms or information of the other party to a third party unless disclosure is required by law, or such disclosure is to the party’s solicitor, accountant or other professional advisor for purposes of rendering professional advice on the Terms or to the party’s personnel or representatives where necessary for the performance of its obligations under the Terms, in which event the party shall ensure that such persons shall comply with the restrictions set out in this clause.
3. The obligations under this clause shall survive the expiry or termination of the Terms.
16. TAXATION, FINANCIAL AND LEGAL ADVICE
1. GROEI cannot and does not provide any taxation, financial or legal advice to you. GROEI recommends that you contact independent professional accountants, financial advisors and/or lawyers for advice before entering into the Program.
2. It is your sole responsibility to determine and to pay any taxes, duties or other government imposts that apply to any Commission that you are paid by GROEI.
17. PRIVACY
1. Under the Privacy Act 1988 (Cth) and the Australian Privacy Principles (“APP”), GROEI and its associated entities have obligations in respect to the collection, storage and use of personal information. GROEI is committed to ensuring that the privacy of all affiliates is protected.
2. More information on your rights under Australian law are available from the Office of the Australian Information Commissioner (“OAIC”) at https://www.oaic.gov.au/.
3. For further information on your privacy , GROEI’s Privacy Policy can be located at www.groei.com.au/privacy-policy/
4. For the purposes of operating the Program, GROEI may collect the following information:
a. your name and Australian Business Number;
b. your contact information including an address, phone number, fax number, email address;
c. copies of and details of your insurance policies;
d. information necessary to pay your commission such as a name for cheques, PayPal account details, banking details;
e. other information relevant to the administration of the Program.
5. GROEI may also collect personal information directly from you in circumstances where you make direct contact with us by telephone, in writing, or via our website. GROEI will only use personal information collected in this manner for the purpose of communicating with you or otherwise in accordance with the purpose for which you provided your personal information.
6. GROEI requires the personal information above to operate the Program, and in particular for the following reasons:
a. for payment of Commissions;
b. for our internal record keeping, accounting, and analytics;
c. for improvement and refinement of the Program;
d. for contacting you if there are issues with the Program, or if we have offers or material which we think you may find useful or interesting as an affiliate, using the email address which you have provided.
7. You may request details of personal information which we hold about you. If you would like a copy of the information held on you please email us at [email protected].
8. If you believe that any information we are holding on you is incorrect or incomplete, please email us as soon as possible at [email protected]. We will promptly correct any information found to be incorrect.
18. GST
1. In this clause the following words and phrases have the meaning given in the GST Law: Adjustment, Adjustment Note, GST, GST Group, Input Tax Credits, Representative Member, Taxable Supply and Tax Invoice.
2. The recipient of a Taxable Supply made under or in connection with these Terms (“Recipient”) must pay to the party making the Taxable Supply (“Supplier”) the amount of GST in respect of the supply. This subclause does not apply if the consideration specified for the supply is expressly agreed to be GST Inclusive.
3. If the amount paid by the Recipient to the Supplier in respect of GST (whether because of an Adjustment or otherwise):
a. is more than the GST on the Taxable Supply, then the Supplier shall refund the excess to the Recipient;
b. is less than the GST on the Taxable Supply, then the Recipient shall pay the deficiency to the Supplier.
4. The Recipient is not obliged to pay any amount in respect of GST to the Supplier unless and until the Supplier issues a Tax Invoice to the Recipient in respect of the Taxable Supply. If an Adjustment has occurred, the Supplier must issue an Adjustment Note to the Recipient.
5. The amount of a party’s entitlement under these Terms to recovery or compensation for any of its costs, expenses or liabilities is reduced by the Input Tax Credits to which that party (or the Representative Member of a GST Group of which the party is a member) is entitled in respect of such costs, expenses or liabilities.
6. In these Terms, amounts which are calculated by reference to revenue or profits are calculated on the GST-exclusive component of that revenue or those profits unless expressly provided to the contrary.
19. GENERAL
1. Relationship between parties
a. You agree that you are an independent entity and that nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and GROEI.
b. Nothing in these Terms is to be read as giving you authority to make or accept any offers or representations on behalf of GROEI.
c. You must not make any statement or representation, whether published or otherwise, that contradicts this subclause.
2. Entire Agreement
These Terms and all documents referred to in these Terms comprise the entire agreement between you and GROEI in relation to the Program and Products and supersede all prior agreements between the parties.
3. Amendment
a. GROEI reserves the right at its sole discretion and at any time to amend these Terms and any documents referred therein by publishing the amended version on the Website.
b. Any amendment to the Terms will have immediate effect from the time that it is published by GROEI on the Website. GROEI will use its best endeavours to draw your attention to any amendments to the Terms (for example by email). By continuing to use the Program you are taken to have accepted the amended and most current Terms.
c. No other amendment to the Terms shall be of any effect without the written consent of GROEI.
4. Jurisdiction
These Terms and Conditions are governed by the laws of the State of Queensland, Australia, and each party submits to the non-exclusive jurisdictions of the courts of the State of Queensland.
5. Severance
a. Any provision in these Terms which are invalid or unenforceable in any jurisdiction is to be read down for the purpose of that jurisdiction, if possible, so as to be valid and enforceable, and otherwise shall be severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of these Terms or affecting the validity or enforceability of that provision in any other jurisdiction.
b. If a jurisdiction does not allow for an exclusion or limitation of liability, but allows for a limitation to a certain maximum extent, then GROEI’s liability is limited to that extent.
6. Assignment
a. GROEI may assign its rights and obligations under these terms to any person or business entity.
b. You may not assign your rights or delegate your obligations under these Terms without GROEI’s prior written consent provided at GROEI’s sole discretion.
7. Waiver
A failure by GROEI to enforce any provision of these Terms against you or a third party shall not be treated as a waiver of that provision, nor shall it affect GROEI’s right to subsequently enforce that provision against you or a third party.