Certified Master Coach Terms and Conditions

April 1, 2018

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BACKGROUND

WeQ is a privately held consulting and product development company that offers a range of learning and team development products and services which they market directly to a number of 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 specific individuals in a company, and then will authorize these individuals to give sessions. These partnerships between WeQ and the Client 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 Client, including terms and conditions incorporated into any purchase order, or other document issued by the client after the date of the client’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

Client:

The person, firm or company which is purchasing products, services, software or systems from WeQ.

Certified Coaches:

The individuals employed by the Client who are authorized - via training from WeQ - to offer WeQ products and services, including (but not limited to) WeQ gamified feedback sessions.

Customers:

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

DEFINITIONS

  1. Cancellation:

Cancellation of any scheduled on-site training sessions by Client will be subject to the following charges: Cancellation less than 7 days in advance; 35% of fees and materials costs, and 100% of non-recoverable expenses. Cancellation within 48 hours (or no show); 50% of fees, materials costs and 100% of non-recoverable expenses.

  1. Corruption, Bribery, Sexual Harassment:

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

  1. Customer support

Client and Certified Coaches are solely responsible for handling all support required by their Customers. Client 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 Certified Coaches 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 www.WeQ.io.

  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. Deliverables:

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

  1. Licenses - WeQ must make all reasonable efforts to ensure Client 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. 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.
  5. Reports - WeQ provides the Certified Coaches with reports using Data collected from the session.
  6. Support - WeQ will make all reasonable efforts to ensure Certified Coaches are getting remote support via phone and email.
  7. 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, Client 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 timeframe.

  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 Certified Coaches must promptly provide written feedback to WeQ concerning any Client 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.

Client and Certified Coaches 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. Client may not assist any other party to do the same.

WeQ is entitled, in connection with general marketing activities, to state that WeQ cooperates with Clients, Certified Coaches and Customers. This includes a right for WeQ to include logotypes and similar on its website, in general presentations and in brochures when presenting the cooperation with the Clients, Certified Coaches and Customers as long as Customer does not expressly and in writing oppose to this. If WeQ desires to use Customer as a reference or present the cooperation in anything other than general presentations, this must in each such case and in advance be approved by Customer.

  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 Client or their Certified Coaches 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, worldwide, perpetual licence to the Certified Coaches 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 Client nor their Certified Coaches may adapt, edit, or otherwise alter WeQ Deliverables without express prior written consent.  

  1. Payments

WeQ shall issue invoices for charges to the Client at any time after the relevant Services have been delivered to the Customers. The Client 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 Client does not pay any amount properly due to WeQ under these Terms and Conditions, WeQ reserves the right to:

  1. charge the Client 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 Client 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.

You are not entitled to suspend or set-off due amounts. If you do not pay due amounts within the agreed payment term, we are also entitled to statutory interest over those amounts without a notice of default being required. If after a repeated request for payment you still fail to pay the due amounts, we may engage a third party to seize and levy our claim. If this happens, you are also liable for all accompanying cost, 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. Proposal

The document co-signed by both the Client and WeQ 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 Client, and there is any conflict between the terms of that agreement and these standards terms of business, the terms of the agreement for the supply of products and services shall take precedence.

  1. Resources

WeQ shall provide to the Certified Coaches access to such resources they may require to perform their obligations to Customers under the agreement, including licenses, materials, software, slides, logos, game pieces and marketing materials.

  1. Services

The services provided by WeQ to the Client, OR the services provided by the Client 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 Certified Coach 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 Certified Coach 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 Certified Coach 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 Client and Certified Coaches all warrants to WeQ that:

  1. Theyhave 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.