The Rageheart Academy

In this Agreement, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer), as the person accepting these terms. When we say we, us, or our, we mean Drop Dead Freedom Pty Ltd T/A Rageheart (ACN 647 438 435). We and you are each a Party to these Terms, and together, the Parties.
1. Acceptance
You accept this Agreement by confirming that you accept this Agreement via Thrivecart, or any other platform or application through which we provide this Agreement to you.
2. Referrals
2.1. During the Term, you agree to (and to the extent applicable, ensure that your Personnel agree to):
a) use your best efforts to introduce Referrals to us in using a Thrivecart link or tracking cookie, provided by us to you (or by any other process that we notify you of in writing);
b) comply with this Agreement, all applicable Laws, and our reasonable requests;
c) conduct business in a manner that reflects favourably on us, including by not making any false or misleading representations about our business; and
d) not engage in any brand bidding by bidding and/or paying internet search engines for sponsored links or other advertising space on their search engines using the Branding or otherwise competing with us.
2.2. We may reject any Referral that already has an existing contractual relationship with us.
2.3. If you become aware of any actual or potential conflict of interest between this Agreement and any other work you are undertaking, you agree to inform us in writing and take reasonable steps to resolve the conflict.
2.4. You have no authority or right to enter into any contracts, instruments or commitments in our name, or on our behalf, or to bind us to any legal arrangement with a Referral.
2.5. Nothing in this Agreement creates an exclusive relationship between the Parties, and either Party may during the Term enter into a referral arrangement with any other third party.
3. Payments and Reporting
3.1. Unless otherwise advised by us to you in writing, all invoices and payments will be processed via Thrivecart.
3.2. Promptly following a Commercial Transaction, we may provide you with a written statement via Thrivecart setting out the details of all Referrals accepted by us and not rejected under clause 2.2, and any applicable Referral Fees payable by us to you, for the immediately preceding period (Sales Report).
3.3. Following receipt of our Sales Report, we may request that you invoice us for the applicable Referral Fees.
3.4. You agree that we may set-off or deduct from any monies payable to you under this Agreement, any amounts which are payable by you to us under this Agreement.
3.5. The Referral Fee will be subject to annual review, at our sole discretion.
3.6. We may, if both Parties are registered for GST, at any time by providing 30 days’ notice in writing to you, elect to issue you with recipient-created tax invoices (RCTIs) in respect of the Referral Fee instead of you invoicing us, and the following terms will apply:
a) at the end of each month during the Term, we will confirm to you in writing the Referral Fee due to you for the relevant month;
b) we will only issue you with RCTIs that comply with the requirements of section 29-70 or 29-75 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act) (as relevant);
c) we will issue all RCTIs within 28 days of confirming to you in writing the amount of the Referral Fee due to you for the relevant month (in accordance with subclause (a));
d) we can only issue RCTIs in respect of the Referral Fee and not any other ‘taxable supply’ (as that term is defined in the GST Act) which you may supply to us under this Agreement;
e) you will not issue any ‘tax invoices’ (as that term is defined in the GST Act) to us in respect of the Referral Fee;
f) each Party will promptly notify the other Party if it ceases to be registered for GST;
g) we agree to reasonably comply with our obligations under taxation laws; and
h) we will make payment of the Referral Fee due under each RCTI within 5 days of issuing the RCTI to you.
3.7. If either Party is no longer registered for GST, then on that date we must immediately cease issuing you with RCTIs, and you will start invoicing us for the Referral Fee.
3.8. If you dispute any amount in the RCTI, you will notify us in writing within 7 days of receiving the RCTI, outlining the reasons for the disputed invoice.
4. Intellectual Property
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, solely for your use to refer Referrals to us, as contemplated by this Agreement.
4.3. You cannot bid on our brand name or run any advertisements related to our brand name.
4.4. This clause 4 will survive termination or expiry of this Agreement.
5. Confidential Information
5.1. Subject to clause 5.2, 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.
5.2. Clause 5.1 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 5.1.
5.3. This clause 5 will survive the termination of this Agreement.
6. Liability
6.1. To the maximum extent permitted by law, you indemnify us from and against any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with any breach by you of clauses 2.1(c) or 2.1(d).
6.2. 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.
6.3. This clause 6 will survive the termination or expiry of this Agreement.
7. Term and Termination
7.1. This Agreement will commence on the Commencement Date and will be ongoing, unless terminated in accordance with its terms (Term).
7.2. Either Party may terminate this Agreement at any time by giving 30 days’ notice in writing to the other Party.
7.3. 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.
7.4. Upon expiry or termination of this Agreement:
a) you will immediately cease providing Referrals to us;
b) subject to clause 3.4, we will pay you any outstanding Referral Fees;
c) by us pursuant to clause 7.3, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees); and
d) each Party may retain a single copy of the other Party’s information only to the extent required by Law, provided that each Party handles the other Party’s information in accordance with clause 5.
7.5. Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it.
7.6. This clause 7 will survive the termination or expiry of this Agreement.
8. General
8.1. Amendment: This Agreement may only be amended by written instrument executed by the Parties.
8.2. Assignment: 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).
8.3. Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first complying with this clause 8.3. A Party claiming that a Dispute has arisen must give written notice to the other Party specifying the nature of the Dispute (Dispute Notice). The Parties must meet (whether in person, by telephone or video conference) within 10 Business Days of service of the Dispute Notice to seek (in good faith) to resolve the Dispute.
If the Parties do not resolve the Dispute within 20 Business Days of the date the Dispute Notice was served (or such further period as agreed in writing by the Parties), either Party may:
a) where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre, to be conducted in Sydney, New South Wales, in accordance with the Australian Disputes Centre Guidelines for Commercial Mediation;
b) where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Sydney, New South Wales, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.
Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
8.4. 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.
8.5. Governing Law: This Agreement is governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
8.6. 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.
8.7. Privacy: Each Party agrees to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) (as if it were an “APP entity” as defined in the Privacy Act 1988 (Cth)), and any other applicable Law relating to the privacy of information. Each Party further agrees to only use information about Referrals it obtains from the other Party solely for the purpose for which it was disclosed, and to keep such information secure and protect it from unauthorised use or disclosure.
8.8. Publicity: Despite clause 5, each Party may advertise or publicise the existence and broad nature of the referral relationship between the Parties. However, a Party must not reveal the amount of Referral Fees generated under this Agreement unless required by Law.
8.9. Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
8.10. Subcontracting: You may not subcontract any part of this Agreement without our prior written consent. You agree that any approval to subcontract given by us does not discharge you from any liability under this Agreement and that you are liable for the acts and omissions of your subcontractor.
9. Definitions
In this Agreement, unless the context otherwise requires, capitalised terms have the following meanings given to them:
Agreement means these terms and conditions and any documents attached to, or referred to in, each of them.
Branding means “Rageheart”, "The Rageheart Academy" or any other brand names, trademarks, service marks, logos or property belonging to us, or as otherwise notified by us to you from time to time.
Business Day means a day on which banks are open for general banking business in Sydney, New South Wales, excluding Saturdays, Sundays and public holidays.
Commencement Date means the date this Agreement is accepted in accordance with clause 1.
Commercial Transaction means any commercial activity or arrangement between a Party and a Referral.
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.
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.
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 does not include the other Party.
Referral means a person referred by you to us for the purpose of that person entering into a Commercial Transaction with us.

Referral Fee means an amount equal to 50% of the gross revenue (incl./excl. GST) derived from each Commercial Transaction with a Referral, determined on completion of the 30-day refund period with each Referral.


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.