Partnership (Certified Master Coach) Terms and Conditions

December 18, 2018

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Updated on 18th December, 2018

BACKGROUND


WeQ is a privately held consulting and software development company based in The Netherlands. The company offers a range of learning and team development products and services which they market to corporate customers. WeQ now offers a partnership program where select third-party consulting firms can offer WeQ products and services to their customers. Under this partnership, WeQ will train and certify pre-qualified individuals, and then will authorize these individuals to offer WeQ products and services their clients, such as the facilitated WeQ workshop.


The partnership between WeQ and their Partners shall be defined and governed by these Terms and Conditions. Unless otherwise agreed by WeQ - in writing - the supply of products and services by WeQ is not subject to any other terms and conditions requested or supplied by the Partner, including terms and conditions incorporated into any purchase order, or other document issued by the partner after the date of the Partner’s receipt of these standard terms.


GENERAL


  1. If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect.
  2. The Agreement may not be varied except by a written document signed by or on behalf of each of the parties. Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under these Terms and Conditions.
  3. This Agreement is made for the benefit of both parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
  4. All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions, and no other warranties or representations will be implied into the Agreement.
  5. The Agreement shall be governed by and construed in accordance with Dutch law.


PARTIES


WeQ

The trading name of WeQu BV, a company registered in Amsterdam (Registered No. KvK 66840724) with its main headquarters at Amsterdam Arena Boulevard 65 - 71, 1101 DL, and a satellite office at Marius Bauerstraat 30, 1062 AR.


Partners:

Any person, company, or organization which is purchasing products, services, software or systems from WeQ, and/or being invoiced by WeQ.  


Certified Master Coach (CMC)

Any individual who receives special training and certification from WeQ for the purpose of; (a) Gaining knowledge, skills and experience in group facilitations, feedback procedures, collective intelligence, and other related topics, and (b) Offering WeQ products and services to their clients. This includes, but is not limited to the authorization to deliver WeQ group feedback sessions..


Designations and Restrictions


Global CMCs - Coaches who are are authorized to offer WeQ sessions (and exercise the software licence) worldwide, without limitation to the type or location of clients.  

Regional CMC - Coaches who are also authorized to offer WeQ sessions (and exercise the software license), but with limitations to a specific geographical region or industry.

Enterprise CMC - Coaches who are only authorized to offer WeQ sessions (and exercise the software license) to others within their organization. These “internal” coaches and trainers are usually employees of the company. Enterprise CMCs may qualify to upgrade their certification to regional or global status at a later time.



Customers:

The organizations, teams, and individuals to whom the Partner is ultimately providing Services and billing.



DEFINITIONS


  1. Deliverables

WeQ shall use reasonable endeavours to ensure the delivery of the following to their Partners and Certified Coaches;

  1. Licenses - WeQ must make all reasonable efforts to ensure Partner has the knowledge and the access to the licenses required to conduct business with their Customers.
  2. Training - WeQ will make trainers available, and will make all reasonable efforts to ensure Certified Coaches have access to adequate training to conduct business with their Customers.
  3. Materials - WeQ will make all reasonable efforts to ensure Certified Coaches have access to all relevant materials required to conduct business with their Customers, including game boards, game pieces, card decks, instruction guidelines, and marketing and promotional materials. WeQ shall ensure materials be free from material defects.
  4. Resources - WeQ expects to allocate reasonable time and asset resources towards promoting and supporting Partners, Coaches and Customers.
  5. Support - WeQ will make all reasonable efforts to ensure Certified Coaches are getting remote support via phone and email.
  6. Mobile App - WeQ will allow Certified Coaches to use its mobile app in ‘admin’ mode - and will also allow all Customers access to the mobile app.
  7. Reports - WeQ provides the Certified Coaches with reports using Data collected from the session.


  1. Delivery

Any dates quoted for delivery or performance of the products and services are approximate only and while WeQ will use all reasonable endeavours to meet the proposed timetable, WeQ shall not be liable for any claims resulting from any delays in performance, howsoever caused. In particular, Partner and Certified Coaches must make all efforts to send session information (including completed WeQ Evaluators) by the dates required. Failure to supply this information promptly may delay WeQ’s ability to supply Deliverables within targeted time frame.


  1. Payments

WeQ shall issue invoices for charges to the Partner at any time after the relevant Services have been delivered to their Customers. The Partner must pay these charges to WeQ by direct bank transfer within the period of 30 days following the receipt of the invoice issued. Unless otherwise stated, the price will be in Euro, excluding VAT, and payment is required in the same currency.


If WeQ is required to confirm a Purchase Order Number on invoices, this number must be supplied to WeQ in advance of delivery of products and services.


If the Partner does not pay any amount properly due to WeQ under these Terms and Conditions, WeQ reserves the right to:

  1. charge the Partner interest on the overdue amount at the rate of [5% per annum above the prime lending rate. This interest will accrue daily until the date of payment and be compounded at the end of each calendar month; OR
  2. claim interest and statutory compensation from the Partner pursuant to the relevant legislation covering payment of commercial debts.


Furthermore, payments not received within 30 days entitle WeQ to cancel or suspend any further performance or delivery of products and services.


No Customer, Partner, or CMC is entitled to suspend or set-off due amounts. If these parties do not pay due amounts within the agreed payment term, WeQ is entitled to statutory interest over those amounts without a notice of default being required. If after a repeated request for payment the party still fails to pay the due amounts, we may engage a third party to seize and levy our claim. If this happens, the party is liable for any accompanying costs, including without limitation all judicial and extrajudicial costs. The extrajudicial costs will be calculated as 15% of the total outstanding claim with a minimum of EUR 125.


  1. Cancellation

WeQ allows some potential Partners and CMCs to apply for our trainings via our website. By applying, individuals and organizations expressly confirm that they agree to our training terms. An agreement exist only if and when we have confirmed their application in writing. Commitments from or agreements with our personnel or third parties engaged by us are only enforceable when WeQ has confirmed such commitments and/or agreements in writing. Applicants can always cancel a training in writing.


Customers and CMCs may cancel at no additional charge, for up to 1 month before the first training day. WeQ will charge 50% of the training price for cancellations between 1 month and 2 weeks before the scheduled day, and will charge the full price for cancellations within 2 weeks of the scheduled day.


WeQ may interrupt, reschedule, and/or cancel a training or session in case of unforeseen circumstances, including without limitation a shortage or excess of applications for a specific training, or illness of the trainer. We will always notify the Partner or CMC of cancellations as soon as possible. After receiving such notification, Partner or CMC will have 2 weeks to reschedule for free, or to cancel the training and receive a full refund.


  1. Corruption, Bribery, Sexual Harassment

WeQ has a zero tolerance approach to corruption, bribery and sexual harassment. Partners are requested to immediately report any instance of suspected or actual improper conduct by any employee or agent of WeQ or the Partner to the WeQ chief executive at the address below.


  1. Customer support

Partner and CMCs are solely responsible for handling all support required by their Customers. Partner is entitled to customer support from WeQ regarding trainings, materials, and strategy related to the Partnership.


  1. Data

WeQ uses technology to capture, store, and share and analyse data from WeQ sessions, to provide actionable insights and analytics for the Customers. Although this data is owned by WeQ, it is made available to the CMC and their Customers, and is handled in accordance with relevant data management protocols and policies of the EU and The Netherlands.


WeQ data protection and privacy policies - as amended or updated periodically - apply to the provision of products and services by WeQ. The most current data protection and privacy policies of WeQ can be found at https://www.weq.io/policy


  1. Default

Any breach of the obligations of either party and/or any actionable default, act, omission, negligence, or misstatement of either party, its employees, agents, or subcontractors in connection with or in relation to the subject of this agreement.


  1. Dispute

WeQ will attempt in good faith to resolve any dispute or claim arising out of or relating to the provision of its products and services through negotiations. These terms of business and the provision of products and services shall be governed by Dutch law unless otherwise agreed.


  1. Feedback

The CMCs must promptly provide written feedback to WeQ concerning any partner proposals, plans, designs and/or preparatory materials relating to the Deliverables, following receipt of a written request from WeQ to do so.


  1. Intellectual Property

Includes, but is not limited to copyright and related rights, database rights, confidential information, trade secrets, know-how, logos, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, inventions, drawings, utility models, methodologies, and design rights, semiconductor rights, and software design.  


Any and all intellectual property rights used or generated by WeQ in the provision of the products and services (including all rights in software) shall remain the exclusive property of WeQ. This applies wherever in the world, whether registered or unregistered, registrable or unregistrable.


Partner and CMCs are not entitled to amend, modify, copy, adapt, reverse-engineer or re-use the intellectual property of WeQ, or in any way alter, obliterate, conceal, or copy any intellectual property rights of WeQ. Partner may not assist any other party to do the same.


  1. Liability

WeQ shall use reasonable skill and diligence in the delivery and performance of products and services. However, all warranties and representations are excluded to the fullest extent permitted by law and WeQ shall be under no liability in respect of any deficiency in the products and services and shall not be liable for any consequential or indirect loss whatsoever which arises out of or in connection with the supply or use of products and services.


Limitations

Nothing in these Terms and Conditions will:

  1. limit or exclude any liability for death or personal injury resulting from negligence;
  2. limit or exclude any liability for fraud or fraudulent misrepresentation;
  3. limit any liabilities in any way that is not permitted under applicable law; or
  4. exclude any liabilities that may not be excluded under applicable law.


WeQ shall not be liable to the Partner or their CMCs in respect of any loss, personal or professional, of profits, revenue, income, production, business, contracts, opportunities, or anticipated savings, or any loss or corruption of any data, database or software.

  1. License

Through the sale of products and services, WeQ hereby grants a non-exclusive,  non-transferable licence to the CMC to store, distribute, publish, and otherwise use the Deliverables for the purpose of conducting trainings, workshops, and consulting sessions with their Customers to further the WeQ mission of developing, strengthening and improving the performance and health of corporate teams. Neither the Partner nor their CMCs may adapt, edit, or otherwise alter WeQ Deliverables without express prior written consent.


  1. Guidelines

All CMCs are obligated to follow Master Coach Guidelines. This guideline includes best practices, communication guides and pricing policies of WeQ. WeQ retains the right to remove or ‘freeze’ any certification or licence they grant, under situations where CMCs or Partners violate or fail to adhere these Guidelines. Including but not limited to instances when they:


  • Violate the intellectual property rights of WeQ
  • Are in default of a invoice or licence fee
  • Have received substantial complaints from Customers


  1. Proposal

The document co-signed by both parties which outlines the services being purchased and the pricing specifics.


  1. Precedence

In the event that WeQ enters into an agreement for the supply of products and services with the Partner, and there is any conflict between the terms outlined by WeQ in that agreement and the terms in this standard agreement, the terms of the agreement for the supply of products and services shall take precedence.


  1. Resources

WeQ shall provide to the CMCs access to such resources they may require to perform their obligations to Customers under the agreement, including but not limited to;  licenses, materials, software, slides, logos, game pieces and marketing materials.


  1. Services

The services provided by WeQ to the Partner, OR the services provided by the Partner to their Customers. Including but not limited to trainings, lectures, workshops, technical and customer support, licensing, financing, and/or general consulting and advisory services.


  1. Sessions

A session is defined by an instance where the CMC organizes and runs or facilitates an assembly of Customers, whether on site or off site, using the materials, software and intellectual property of WeQ. During these meetings, the CMC will use WeQ software to create a group, collect data, and request reports. A complete cycle of these three activities will qualify as a complete session. License fees based on these sessions will be accrued and collected on a monthly basis.


  1. Subcontracting

No CMC may subcontract any of its obligations under the Agreement without the prior written consent of WeQ.


  1. Terms

The Agreement shall come into force upon the Effective Date. The Agreement shall continue in force indefinitely, OR until the parties expressly agree otherwise in writing.


  1. Termination

Either party may terminate the Agreement by giving to the other party not less than 30 days' written notice of termination. Either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party:

(i) is dissolved

(ii) ceases to conduct business

(iii) becomes unable to pay its debts

(iv) becomes insolvent or is declared insolvent;

(iii) becomes the subject of a bankruptcy petition or order.


  1. Warranties

The Partner and CMC all warrants to WeQ that:

  1. They have the legal right and authority to enter into this Agreement, and to perform its obligations under these Terms and Conditions;
  2. They will comply with all applicable legal and regulatory requirements applying to the exercise of WeQ’s rights, and the fulfilment of their obligations under these Terms and Conditions; AND
  3. They have (or have access to) all necessary know-how, expertise and experience to perform their obligations under these Terms and Conditions.