AUREUS EDUCATION PROGRAM PARTICIPATION AGREEMENT

Parties

Aureus Education Pty Ltd ACN 622 500 805 of Suite 2/379 Port Hacking Road, Caringbah NSW 2229 (Aureus, We, Us, Our) and the person named as the Participant in the Order Form (Participant, You, Your).

Background

1. Aureus operates the Aureus Education Program, an education and coaching program delivered over a fixed initial period.
2. The Participant wishes to enrol in, and participate in, the Program on the terms of this Agreement.
3. This Agreement, together with the Order Form, records the terms of the Participant’s enrolment and participation. By enrolling in the Program the Participant agrees to these terms, which are intended to set clear expectations, commitments and guarantees.

The parties agree as follows:

1. Definitions and Interpretation

1.1 In this Agreement, unless the context requires otherwise:

1. Active Participation has the meaning given in clause 8.2.
2. Agreement means this document and the Order Form, as varied from time to time in accordance with clause 16.
3. Business Day means a day that is not a Saturday, Sunday or public holiday in New South Wales.
4. Commencement Date means the date the Participant’s participation commences, as stated in the Order Form.
5. Confidence Check has the meaning given in clause 9.3.
6. Confidence Guarantee means the guarantee described in clause 9.
7. Fees means the fees payable for the Program as set out in the Order Form, comprising the Upfront Fee and the Weekly Fee.
8. Initial Term means the period of 52 weeks commencing on the Commencement Date.
9. Intellectual Property means all intellectual property rights, including copyright, trade marks, designs, patents, know-how and confidential information, whether registered or unregistered.
10. Kickoff means the first scheduled session at which the Participant’s Problems & Outcomes are confirmed.
11. Order Form means the proposal, order form or enrolment form signed or accepted by the Participant that records the Program selected, the Fees and other commercial particulars (Schedule 1).
12. Primary Value Steps means the initial, high-impact actions delivered with or immediately after the Strategy Deliverable (for example, damage control, cash-flow triage, compliance fixes or quick wins).
13. Problems & Outcomes means the Participant’s priority issues and desired results, documented during fact-find or discovery and confirmed at Kickoff.
14. Program means the Aureus Education Program at the tier (Accelerate or Mastery) selected in the Order Form.
15. Program Materials means all materials made available to the Participant in connection with the Program, including video sessions, checklists, tools, templates and resources.
16. Strategy Deliverable means the core plan delivered early in the engagement (for example, a Strategy Document for Education; an SOA for Wealth; an Elite Audit or Remediation Plan for Accounting; or a Marketing Roadmap for Growth Partners).
17. Upfront Fee means the one-off upfront amount payable for the Program stated in the Order Form.
18. Weekly Fee means the weekly amount payable for the Program stated in the Order Form.

1.2 In this Agreement, unless the context requires otherwise:

1. headings are for convenience only and do not affect interpretation;
2. the singular includes the plural and the reverse;
3. a reference to legislation is to that legislation as amended, re-enacted or replaced;
4. a reference to including or similar words does not limit what else may be included;
5. a reference to a party includes that party’s successors and permitted assigns; and
6. if there is any inconsistency between this document and the Order Form, this document prevails to the extent of the inconsistency, unless the Order Form expressly states otherwise.

2. The Program and Acknowledgements

2.1 The Participant acknowledges and agrees that:

1. the Program provides education and coaching, and is not financial, legal, accounting or tax advice;
2. Aureus Education does not hold an Australian Financial Services Licence and does not provide financial product advice;
3. any financial education provided is for learning purposes only; and
4. if the Participant requires financial, legal, accounting or tax advice, the Participant must seek independent professional advice under a separate retainer, whether with Aureus Wealth Advisers, Aureus Accounting or an external adviser.

2.2 The Program is a non-pitch environment. Participation in the Program does not require the Participant to engage any other Aureus entity or service, and the Participant is free to obtain independent advice from any adviser of the Participant’s choosing.

3. Confidentiality and Intellectual Property

3.1 All Intellectual Property in the Program Materials is owned by Aureus or its licensors. Nothing in this Agreement transfers any Intellectual Property to the Participant.

3.2 Aureus grants the Participant a personal, non-exclusive, non-transferable licence to access and use the Program Materials for the Participant’s own personal use only, for the duration of the Participant’s participation in the Program.

3.3 The Participant must not, without Aureus’ prior written consent, share, reproduce, distribute, sell or commercialise any Program Materials.

3.4 Recording equipment is not permitted at Program events, except with Aureus’ prior written consent or where the recording is reasonably required to accommodate a disability or other need protected by law. This clause does not restrict Aureus’ use of recording and AI tools under clause 15.3.

4. Term and Commencement

4.1 This Agreement commences on the Commencement Date and continues for the Initial Term, unless terminated earlier in accordance with this Agreement.

4.2 The Program is a 52-week program and is an agreement for a fixed term, not an ongoing membership. Subject to the Participant’s rights under clause 9 (Confidence Guarantee), clause 10 (Cancellation, Pauses and Hardship), and the Participant’s rights under the Australian Consumer Law, the Participant commits to participate, and to pay the Fees, for the whole of the Initial Term.

4.3 End of the Initial Term. This Agreement does not renew automatically. At the end of the Initial Term it ends. If the Participant wishes to continue, the Participant and Aureus may enter into a new agreement on Aureus’ then-current terms and fees, which may differ from the terms and fees under this Agreement.

4.4 Pricing during the Initial Term. The Upfront Fee and the Weekly Fee are fixed for the Initial Term and will not increase during the Initial Term. Any change to the fees applies only to a new agreement entered into after the Initial Term.

5. Fees and Payment

5.1 The Participant must pay the Fees set out in the Order Form, comprising the Upfront Fee (payable on or before the Commencement Date) and the Weekly Fee (payable weekly in advance), unless a different payment cadence is recorded in the Order Form.

5.2 All Fees are stated in Australian dollars and are inclusive of GST. Aureus will provide a tax invoice or receipt for Fees on request.

5.3 The Participant authorises Aureus to collect the Fees by the payment method selected in the Order Form. Aureus accepts payment by credit card, BECS direct debit, direct debit and bank transfer. The Participant must maintain a valid payment method for the duration of the Agreement to enable uninterrupted access.

5.4 Change of payment cadence. Aureus may offer, and the parties may agree in writing, a different payment cadence (for example, fortnightly or monthly). A change to payment cadence that does not change the total Fees may be made by agreement and does not otherwise vary this Agreement.

6. Non-Payment, Arrears and Suspension

6.1 A payment is in arrears if it is not received by Aureus by its due date.

6.2 Arrears process. If a payment is not received on its due date, the following process applies (days are counted from the due date):

1. days 1–3: Aureus will automatically re-attempt the payment;
2. day 7: Aureus sends the Participant a reminder notice;
3. day 13: if the amount remains unpaid, Aureus will suspend the Participant’s access to the Program (clause 6.3);
4. day 14: Aureus sends a final notice;
5. day 21: Aureus will issue a letter of demand; and
6. day 28: if the amount remains unpaid and no payment arrangement has been agreed, Aureus may refer the account to a debt-recovery agency.

6.3 Suspension. Where access is suspended under clause 6.2, the suspension continues until the overdue amount is paid or a payment arrangement is agreed. Suspension does not terminate this Agreement and does not pause or reduce the Fees, which continue to fall due. Aureus will restore access promptly after the overdue amount is paid.

6.4 Restoration where Aureus is at fault. Where access has been suspended for reasons within Aureus’ control, or because of a payment dispute later resolved in the Participant’s favour, the Initial Term will be extended by the period of suspension and no Fees accrue for that period.

6.5 Commitment to pay; recovery as a debt. Non-payment does not release the Participant from the commitment to pay Fees that have fallen due. Aureus may recover overdue Fees as a debt. Aureus may also terminate this Agreement for persistent non-payment by written notice. On such termination, the Participant’s liability is limited to: (a) Fees that have fallen due up to the termination date; and (b) Aureus’ genuine loss arising from the early termination that Aureus cannot reasonably avoid or recover, calculated on the same basis as clause 10.4. This is subject to Aureus’ duty to mitigate and to the Participant’s rights under clause 9 and the Australian Consumer Law.

6.6 Recovery costs. If Aureus is required to take steps to recover overdue amounts, the Participant must pay Aureus’ reasonable costs of recovery that are actually incurred and reasonably evidenced, including debt-recovery agency fees and legal costs on a standard (not indemnity) basis. Aureus will take reasonable steps to mitigate those costs and will not charge costs that are disproportionate to the amount recovered.

7. Variations, Downgrades and Program Transitions

7.1 Requesting a change. The Participant may request to change to a different tier or offering of the Program. Any change takes effect only when agreed in writing by both parties and recorded in a new or varied Order Form.

7.2 Aureus approval. A change to a different tier or offering requires Aureus’ written approval, which Aureus will not unreasonably withhold. Aureus may decline a change only where it has a reasonable basis to do so (for example, the requested offering is not available, or the Participant has not met objective entry criteria for that offering).

7.3 Downgrades. A downgrade to a lower-priced tier is not a standard feature of the Program. A downgrade is available only in extenuating circumstances and is granted at the discretion of Aureus’ Head of Education. Where a downgrade is approved, it takes effect from the start of the next billing cycle after approval and is not applied retrospectively. A downgrade does not reduce Fees that have already fallen due for the current cycle.

7.4 Transition between Aureus offerings. Moving the Participant to a different Aureus offering (for example, from Education to Wealth or Accounting) is a transition to a separate service. It requires a separate agreement for that service and does not occur automatically. This Agreement continues to govern the Program until properly varied or ended.

7.5 Discretionary accommodations. Aureus may, as a matter of goodwill, offer the Participant accommodations that are not required by this Agreement (for example, additional sessions or extensions). Any such accommodation is discretionary, does not vary this Agreement, and does not create an ongoing right unless recorded in writing as a variation under clause 16.

8. Participation Requirements

8.1 To obtain the full benefit of the Program, and to be eligible for the Confidence Guarantee in clause 9 and the support commitments described in the Order Form, the Participant must meet the Active Participation requirements in clause 8.2.

8.2 The Participant meets the requirement of Active Participation if, during the relevant period, the Participant:

1. attends all scheduled coaching calls for the Participant’s tier (rescheduling in advance where rescheduling is offered, or catching up via any recording Aureus makes available);
2. completes the core actions or assignments forming part of the Strategy Deliverable and Primary Value Steps within 30 days of each being delivered, or before the next scheduled session, whichever is shorter;
3. provides the information, access and approvals reasonably requested by Aureus within 5 Business Days of each request; and
4. does not materially change the scope or objectives from those documented at Kickoff without agreeing a variation with Aureus.

8.3 Measurable progress. References in Program materials to “measurable progress” mean the Participant’s completion of the milestones set out in the Strategy Deliverable. Progress is assessed against those documented milestones, not against any particular financial result.

8.4 No guarantee of financial outcome. Aureus does not guarantee any particular financial result, return, saving or “financial transformation”. Any reference to financial outcomes describes the intended purpose of the education and coaching only, and results depend on the Participant’s circumstances, implementation and factors outside Aureus’ control.

9. 60-Day Confidence Guarantee

9.1 This clause does not limit, and applies in addition to, the Participant’s rights under the Australian Consumer Law (see clause 11).

9.2 Guarantee window. Aureus will deliver the Business Strategy Report and at the time of delivery conduct a Confidence Check. 9.3Confidence Check. On delivery (or no later than day 60), Aureus will ask the Participant:

1. “Are you confident that, if implemented, this plan will solve the problems we scoped?”; and
2. “Is this what you were looking for?”

If the Participant answers “No” to either question, the Participant may end this Agreement under this clause. No further Fees are payable beyond amounts already due to the termination date, and the Participant’s commitment to the balance of the Initial Term ends. Fees already paid are not refundable, except as required by the Australian Consumer Law (see clause 11).

9.4 Eligibility. The Confidence Guarantee applies where the Participant has met the Active Participation requirements in clause 8.2 during the guarantee window. Where the Participant has not met those requirements, Aureus will act reasonably and will not refuse the guarantee for trivial or immaterial shortfalls.

9.5 Scope of the guarantee. This guarantee concerns confidence in the plan and approach. It is not a promise of a specific financial, legal, tax, investment or market outcome. It does not cover matters outside the agreed scope, third-party actions or decisions (for example, banks, the ATO, regulators or platforms), or external events such as macroeconomic conditions. Regulatory and compliance obligations are always paramount and nothing in this clause overrides statutory requirements.

9.6 After the window. If the Participant does not elect to terminate at the Confidence Check (or by day 60, whichever is earlier), the guarantee is satisfied and the engagement continues under this Agreement. This does not affect the Participant’s rights under clauses 10 and 11 or the Australian Consumer Law.

9.7 Summary. Within 60 days, once we have delivered your strategy and the first Primary Value Steps, we will ask whether you are confident that, if implemented, the plan will solve the problems we scoped together. If your answer is no, you may leave the engagement with no further payments due and your commitment to the rest of the 52 weeks ends. Fees already paid are not refunded, except where the Australian Consumer Law requires it.

10. Cancellation, Pauses and Hardship

10.1 No general cooling-off. The Program is a fixed-term commitment. No separate cooling-off period applies; the Participant’s early-satisfaction right is the 60-Day Confidence Guarantee in clause 9. This does not affect any cooling-off right the Participant may have under the Australian Consumer Law (for example, for an unsolicited consumer agreement).

10.2 No standard pause. Because the Program is a fixed-term agreement and not a membership, the Participant cannot pause participation as of right, except under clause 10.3.

10.3 Hardship and medical pause. If the Participant experiences genuine hardship or a medical issue that prevents participation, the Participant may request a pause. Aureus may grant a pause at its discretion, acting reasonably, and may require reasonable supporting evidence (for example, a medical certificate). Aureus will review any approved pause every 30 days to determine when participation recommences. During an approved pause, the Weekly Fee does not accrue and the Initial Term is extended by the length of the pause.

10.4 Early exit. The Participant may stop participating at any time (participation is optional). Where the Participant gives at least 30 days’ written notice of early exit, the Participant is not required to pay the full balance of the Fees for the Initial Term, but instead is liable only for: (a) Fees that have fallen due up to the exit date; and Aureus must take reasonable steps to mitigate its loss, including taking reasonable steps to re-supply the relevant capacity to another participant, and must credit against the amount payable any costs or expenses it actually avoids and any fees it actually earns from re-supplying that capacity. The amount payable under this clause will not exceed the balance of the Fees that would otherwise have been payable for the remainder of the Initial Term, and Aureus will provide the Participant with a reasonable written explanation of how the amount has been calculated. This clause does not apply where the Participant ends this Agreement under clause 9 or under the Australian Consumer Law.

10.5 Cancellation by Aureus. Aureus may cancel this Agreement on written notice if the Participant commits a serious or persistent breach that is not remedied within 30 days of notice, or under clause 6.5 (persistent payment default) or clause 13 (conduct).

11. Refunds and Australian Consumer Law

11.1 Our services come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy that cannot be excluded, restricted or modified by agreement.

11.2 If Aureus fails to meet a consumer guarantee, the Participant is entitled to remedies under the Australian Consumer Law. For a major failure, the Participant may cancel and seek a refund for the unused portion, or compensation for the reduced value of the services. For a failure that is not major, Aureus may choose to re-supply the services or refund the reduced value.

11.3 No refund except as required by law. Except where a refund is required under the Australian Consumer Law (for example, for a major failure to meet a consumer guarantee), or where Aureus otherwise agrees in writing, Fees paid are not refundable. This reflects that the Program is a fixed-term commitment rather than a pay-as-you-go service.

11.4 Where a refund is payable, it is processed to the original payer and payment method within a reasonable time after the entitlement is confirmed in writing.

12. Effect of Termination

12.1 On termination, future instalments and Fees not yet due are cancelled. Work delivered and Fees that have fallen due up to termination remain payable, subject to the Participant’s refund rights under clauses 9, 10 and 11 and the Australian Consumer Law.

12.2 The Participant’s licence to use the Program Materials ends on termination, and the Participant must stop using and (if asked) return or destroy any Program Materials not licensed for ongoing use.

12.3 Clauses that by their nature should survive termination (including clauses 3, 6.6, 11, 17 and 18) survive termination.

13. Conduct and Professionalism

13.1 The Program is a non-pitch, respectful environment. The Participant must not engage in unprofessional, abusive or disruptive conduct.

13.2 Aureus may suspend or terminate the Participant’s participation for serious or persistent unprofessional or disruptive conduct, after giving the Participant written notice and a reasonable opportunity to address the conduct, unless the conduct is so serious that immediate action is reasonably necessary. Any such suspension or termination must be a proportionate response to the conduct. Where Aureus terminates under this clause, the Participant remains entitled to any refund required under clause 11 or the Australian Consumer Law, and is not liable for Fees beyond those that have fallen due to the termination date.

14. Photos, Recordings and Promotional Use

14.1 Aureus may take photos and video at live events. By signing this Agreement, the Participant consents to Aureus using those images and recordings for promotional purposes. The Participant may withdraw consent for future use at any time by notifying Aureus.

14.2 Aureus will not use an image in a way that is misleading or that implies endorsement of a financial outcome.

15. Privacy

15.1 Aureus collects, uses and discloses the Participant’s personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles, and its Privacy Policy.

15.2 Aureus’ Privacy Policy is available at [INSERT: URL]. By participating, the Participant consents to the collection, use and disclosure of personal information for the purposes of providing the Program and as described in the Privacy Policy.

15.3 Use of AI tools. Aureus may use artificial intelligence and automated tools to record and transcribe sessions, generate meeting notes and summaries, and otherwise support and improve the delivery and quality of the Program. Any personal information processed using such tools is handled in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles and Aureus’ Privacy Policy. Aureus remains responsible for the Program and for any material decisions affecting the Participant, applies human review to AI-generated outputs relied on in delivering the Program, and does not rely solely on automated processing for any decision that has a significant effect on the Participant. The Participant may ask Aureus not to apply AI tools to the Participant’s sessions, and Aureus will accommodate that request where reasonably practicable.

16. Changes to this Agreement and Existing Participants

16.1 Minor and required changes. Aureus may make minor or administrative changes (for example, correcting errors, updating contact details, or changes required by law) by giving the Participant written notice. These changes take effect on the date stated in the notice.

16.2 Other changes – notice and right to object. For changes that are not minor but do not materially disadvantage the Participant, Aureus will give at least 30 days’ written notice. If the Participant does not object before the change takes effect, the change applies. If the Participant objects, the parties will discuss the change in good faith, and the Participant may terminate before the change takes effect without paying any early-termination amount.

16.3 Material changes – agreement required. Aureus may not make a change that materially disadvantages the Participant (for example, increasing the Fees during the Initial Term, reducing what is delivered, or reducing the Participant’s rights) without the Participant’s agreement. Such a change applies to the Participant only from the date the Participant accepts it in writing.

16.4 Existing Participants. Updated terms do not apply automatically or retrospectively to a Participant already enrolled. Updated terms apply to an existing Participant only from the earlier of: (a) the Participant’s express written acceptance of the updated terms; or (b) the Participant entering into a new agreement after being given notice of, and a reasonable opportunity to review, the updated terms.

17. Notices

17.1 A notice under this Agreement must be in writing and sent to the other party at the address or email recorded in the Order Form (or as later notified). Notices may be given electronically in accordance with the Electronic Transactions Act 1999 (Cth).

17.2 A notice is taken to be received: if by email, at the time of sending (unless the sender receives a delivery failure notice); and if by post, 3 Business Days after posting.

18. Governing Law and Dispute Resolution

18.1 This Agreement is governed by the laws of New South Wales, and the parties submit to the non-exclusive jurisdiction of the courts of that State.

18.2 If a dispute arises, the parties will first try to resolve it in good faith by discussion. If the dispute is not resolved within 21 days, either party may refer it to mediation administered by a recognised mediation body before commencing court proceedings. This clause does not prevent a party from seeking urgent interlocutory relief, or from exercising rights under the Australian Consumer Law.

19. General

19.1 Entire agreement. This Agreement and the Order Form record the entire agreement between the parties about the Program and supersede prior discussions.

19.2 Variation. Except as set out in clause 16, this Agreement may be varied only in writing signed by or on behalf of both parties.

19.3 Waiver. A right is not waived unless the waiver is in writing. A failure to exercise a right is not a waiver of that right.

19.4 Assignment. The Participant may not assign this Agreement without Aureus’ written consent, which Aureus will not unreasonably withhold. Aureus may assign or novate this Agreement on notice to the Participant, provided the assignee or transferee is able to perform Aureus’ obligations and the Participant’s rights are not materially reduced or prejudiced. If a proposed assignment or novation would materially disadvantage the Participant, it requires the Participant’s consent.

19.5 Severability. If a provision of this Agreement is void or unenforceable, it is severed and the rest of this Agreement continues.

19.6 Counterparts. This Agreement may be signed in counterparts, including electronically.

20. Agreement Acknowledgement

20.1 By participating in the Program, the Participant acknowledges that the Participant has read, understood and agrees to this Agreement.