This Agreement (“Agreement”) is between Retreat Sanctuary Adornment, an Australian company headquartered in Melbourne, Australia (the “Company”), and you (“Partner” or “Independent Brand Partner”). It governs your participation in our Brand Partner Program (“Program”) as described below.
1. Definitions
• Customer: Any person who purchases our jewelry via your unique referral link.
• Partner Link: A unique referral link we provide to you for promoting our Site and products.
• Completed Transaction: A sale via your referral link that is fulfilled and outside any return window.
• Net Sale Price: Amount received by us minus GST (where applicable), shipping, handling, refunds, fees, and discounts.
• Commission: Compensation payable to you per the Partner Compensation Plan.
• Return Period: The time frame during which a Customer may report a defective item.
• Referral: A Customer or other Partner who signs up or purchases via your link.
2. Acceptance & Eligibility
By applying, you agree to this Agreement and confirm it is the only Partner account you hold with us. You may not register multiple accounts. You agree to promptly update us of any changes to your personal details (e.g. legal name, address, or contact).
You may withdraw your participation without penalty within 14 calendar days of acceptance by providing written notice.
3. Independent Relationship
You act as an independent brand partner—not an employee or agent. You may not make commitments on behalf of the Company nor hold it liable for your taxes, insurance, or expenses. You are solely responsible for your costs associated with any promotional activities.
4. Non‑Solicitation
You may participate in other non‑competing programs but must operate your Retreat Sanctuary business independently. You agree not to solicit other brand partners to join competing jewelry or direct‑sales ventures.
5. Term & Termination
• Initial Term: 12 months from acceptance, automatically renewing each year unless either party gives written notice of non‑renewal.
• Termination Rights: Either party may terminate at any time with written notice. Upon termination, all links, branding, and rights granted instantly cease.
• Dormancy Rule: If no activity (referral or purchase) occurs for 12 consecutive months, your account may be closed automatically—requiring reapplication for future participation.
6. Commissions
• You will earn commissions on Completed Transactions made using your referral link, subject to offsets for refunds, chargebacks, or discounts.
• Payments are made monthly in AUD (or local currency if specified), through our selected payout methods. Any associated fees are your responsibility.
• Commission payments may be withheld until tax or KYC documentation is completed and accepted.
7. Sponsor & Placement Changes
We maintain the integrity of our partner network. Changes to sponsorship or placement are permitted only under rare exceptions, by written request and at the Company’s sole discretion. Approved changes do not retroactively affect previously paid commissions.
8. Intellectual Property
You may use our brand name, trademarks, and promotional materials only as authorized. All such IP remains the property of Retreat Sanctuary Adornment. You must discontinue misuse of branding upon termination or request.
9. Conduct & Use of Platform
You agree to use your referral platforms in compliance with Australian law and our Program policies. You will not misuse, hack, or automate access to our Site or data. Any abuse of the system or fraudulent use may lead to immediate termination and forfeiture of commissions.
10. Limitation of Liability
To the maximum extent permitted under Australian law:
• We are not liable for indirect or consequential losses (e.g. loss of profit or goodwill).
• Our total liability is limited to commissions actually paid.
11. Indemnity
You agree to hold us harmless against any claims or liabilities arising from your breach of this Agreement, misconduct, or misuse of the Program.
12. Governing Law & Dispute Resolution
This Agreement is governed by the laws of the Commonwealth of Australia. Any disputes will be resolved exclusively in Australian courts.
13. Amendment & Notice
We may update this Agreement from time to time. Notice of changes will be provided—continued participation constitutes acceptance. You are responsible for reviewing these Terms periodically.
14. Compliance & Reporting
You must comply with relevant advertising and consumer laws in Australia. Any misleading, deceptive, or unethical conduct may lead to termination and forfeiture of benefits.
15. Fulfilment & Customer Information
The Company is solely responsible for processing and fulfilling all orders placed through our Site. All order and customer data belongs exclusively to the Company. The Company may also collect and process certain Partner information for internal and compliance purposes.
16. Fraudulent Activity
As a Brand Partner, you agree to uphold the integrity of our Program. “Fraudulent Activity” includes any behavior that inflates or misrepresents sales or referral volume or otherwise deceives the Company about transaction origins.
The Company may use tools or manual reviews to monitor for fraud. Should fraud be suspected, commissions may be withheld, reduced, or reversed pending investigation.
You consent to cooperate fully—providing documentation on your traffic sources, marketing tools, and other relevant records, including identity verification. If fraud is confirmed:
• All commissions generated by fraudulent behavior will be voided.
• You will repay any commissions already paid.
• The Company may terminate your participation immediately, without liability.
• Legal action may be pursued for losses resulting from fraud.
You agree to actively monitor and secure your promotional channels. We’ll share insights and best practices to help maintain Program integrity.
17. Limited License Rights
You are granted a non-exclusive, non-transferable, revocable license to use the Company’s referral links and trademarks (“Marks”) only as explicitly authorized and only on approved Partner sites or networks. Altering, misusing, or misrepresenting these assets is prohibited. On termination or suspension, all rights to use these materials will cease immediately.
18. Advertising & Trademarks
As an independent Partner, you bear full responsibility for any marketing statements or promotional messages you create or disseminate that are not drawn from approved Company materials.
19. Representations & Warranties
You represent that:
• You’re legally able to enter into this Agreement.
• You have the right to operate any site or platform you use for referrals.
• Your Partner sites do not contain false, deceptive, illegal, or inappropriate content.
• You will not use unsolicited communications (spam), or install software on users’ devices without explicit consent.
20. Disclaimers
The Company offers the Site on an “as‑is” basis. We expressly disclaim warranties of merchantability, fitness for purpose, or uninterrupted performance to the fullest extent permitted under Australian law.
21. Limitation of Liability
To the maximum extent permitted by law, the Company’s liability is capped at the total commissions you have earned. We will not be liable for indirect or consequential damages, including lost profits or opportunity costs.
22. Confidentiality
You must protect all Confidential Information entrusted to you and may disclose it only to agents or employees who have agreed to maintain confidentiality. This obligation survives termination of this Agreement. Disclosure under a legal requirement is allowed only with prior notice to the Company.
23. Waiver & Account Security
You waive claims arising from system errors, Account suspension, or contractual modifications. You are solely responsible should your login be compromised. Any dispute must be raised individually (no class‑action relief permitted).
24. Indemnification
You agree to indemnify and defend the Company and its stakeholders from any claims arising from your actions, breach of the Agreement, violation of applicable laws, or misuse of the Program. The Company may pursue repayment or recovery of commissions if necessary.
25. Assignment & Succession
You may not assign or transfer this Agreement. The contract binds you and passes to permitted successors by law or delegate.
26. Dispute Resolution
This Agreement is governed by the laws of Australia. Any dispute shall be settled exclusively in the courts of Australia.
27. Force Majeure
The Company is not liable for delays due to events beyond its control, such as natural disasters, acts of war, or government restrictions.
28. Interpretation
This document is drafted in English and remains authoritative if other translations are offered. Headings are for clarity only and do not define terms. Pronouns are gender-neutral and interchangeable as needed.
29. Severability
If any provision is unenforceable, it will be modified or removed without affecting the remainder of the Agreement.
30. Amendments
The Company may amend the Agreement by posting updates on the Site or emailing you. Changes take effect 30 days after notification. Your continued participation constitutes acceptance.
31. Notices
Formal notices must be written and delivered by courier, email (with acknowledgment), or registered mail to the addresses on file. Notify changes of address at least two business days in advance.
32. Entire Agreement
This Agreement and any attached Compensation Plan constitute the full agreement between you and the Company and replace all prior agreements related to the Program.