Copyright 2024 WillCoach Pty (Ltd)

Part of the GERMINATE coaching model. 

All assessments unless otherwise referenced and stated are created by WillCoach - copyright applies.
www.willcoach.co.za
Sound tracks, Illustration elements, Photos & Designs: Envato, Freepik, Adobe  

No part of the modules or guide may be reproduced, distributed, stored in a retrieval system or transmitted in any way or form by any means - electronic, mechanical, photocopying, recording or otherwise - without the permission of WillCoach Pty (Ltd).

Part 1. Terminology

Part 2. Application 

1. The following conditions apply to and form an integral part of all WillCoach offers, quotations, orders, agreements, order forms and versions thereof. Please read it carefully.

2. These general terms and conditions will always stand in absence of an existing Master Service Level agreement and in support of an existing Master Service Level agreement in terms of the general terms and conditions of the User / Customer. Any conditions of the User are hereby rejected.

3. In the event that these general terms and conditions have once applied to a legal relationship between WillCoach and the Client, the Client is deemed to have agreed in advance to the applicability of these General Terms and Conditions to agreements concluded and to be concluded thereafter.

4. WillCoach only offer clients the use of services in accordance with these general terms and conditions. If you do not agree to these terms, you may not use our services.

5. In all cases in which the Agreement with the Customer ends, these General Terms and Conditions continue to govern relations between the parties insofar as this is necessary for the settlement thereof, or insofar as this arises from the nature of the clause in question 

6. WillCoach pays every possible attention to the quality of our services, but if you are not satisfied in any way, we would like to hear from you within 6 months following your completion of said Services. You can let us know by email at [email protected] or via the contact information on the website.

Part 3. Agreement 

 1. An Agreement is only concluded by (i) written acceptance by WillCoach of an order, registration or assignment of the Customer/ Client, (ii) by signing an Agreement by both Parties or in the event that the Customer uses a Shop or (iii) by an order from the Customer via the Shop (also applicable when the Content is free of charge) and confirmation of the order by WillCoach by written confirmation to the Customer.

2. Offers from WillCoach are revocable, without obligation and valid for the period indicated therein (each, an “Offer”). If no term is specified, the offer or offer is valid for thirty (30) days after the date on which the offer or offer was made. If a quotation or offer of WillCoach is accepted by the Customer, WillCoach has the right to withdraw the quotation or offer within two (2) working days after being notified of this.

3. Notwithstanding the foregoing, additions and changes to the Agreement can only be agreed in writing by WillCoach and the Customer. WillCoach is at all times entitled to - where applicable - change, reduce and / or remove the scope, content and / or functionalities of Content, Services and / or Products. If, in the opinion of WillCoach, there is a substantial change, it will notify the Customer in advance of that change. If, in the opinion of WillCoach, this gives cause to do so, WillCoach will consult with the Customer about a possible reduction of the fee agreed for the Content, Services and / or Products.

Part 4. Price and terms of payment

 1. The prices used can be requested from WillCoach. WillCoach reserves the right to apply different prices and conditions. Unless otherwise stated, WillCoach prices are quoted in U.S. dollars for services or products offered via online learning platforms and or online session booking utilities such as (but not limited to) Thinkific or Calendly. Prices stated are excluding VAT and any other taxes and levies. All conversions between currencies shall be calculated based on the market exchange rate applicable at the time of a purchase for a Service or a Product.

2. In the event that the Customer orders a Service or Product via a Shop, payment must be made immediately in the manner stated in the Shop. Payment of other orders takes place on the basis invoice sent by WillCoach .

3. Any Logins for online products will not be delivered by the WillCoach to the Customer until after full payment of the Fee has been received by WillCoach, unless the specific Content is free of charge or WillCoach has agreed to accept payment via invoices in instalments.

4. In the case of any payments made to WillCoach in instalments, payments shall be due as specified in invoices transmitted digitally by WillCoach to the Customer at an email address specified by the Customer. Payment must be made within the specified period found on the invoice, by transferring the amount due to the bank account stated on the invoice. WillCoach has the right to demand reasonable advance payment, cash payment and/or security for payment from the Customer.

5. All payments by the Customer are deducted from the oldest outstanding invoices of the Customer.

6. The payment terms shall be deemed to be firm deadlines. In the event of late payment, the Customer is automatically in default, without notice or notice of default, and is obliged to pay an interest payment of 1% per month or part thereof on the outstanding amount, expressly in addition to the extrajudicial costs, being 15% of the invoice amount with a minimum of $160.00 excluding VAT, to be calculated on the principal plus interest (relative to South African interest rate percentage). Insofar as the Purchaser does not act in the exercise of a profession or business, the Purchaser owes a fee in addition to the interest equal to the statutory maximum permitted compensation with regard to the extrajudicial collection costs.

7. The Customer is not authorized to suspend or set off payments due to (alleged) shortcoming(s) by WillCoach.

8. Unless otherwise agreed in writing, payments already made by the Customer to WillCoach will not be refunded upon premature termination of the Agreement.

9. WillCoach reserves the right to change or revise the prices of the Service(s) and other products.

10. WillCoach reserves the right to offer special rates and payment mechanisms to South Africans at preferential rates and via manual payments and reserves the right to discontinue said arrangements and machinists at any time without prior notice. 

Part 5. Right of use

 1. Under the condition of full and timely payment by the Customer of the fee applicable to the Online Content (unless it concerns Online Content that is free of charge), WillCoach grants the Customer (for a limited period of time) a non-exclusive, non-transferable and non-sublicensable right of use regarding the Online Content in accordance with the provisions of the Agreement. The Customer’s right of use shall only include the right (in accordance with the instructions and specifications of WillCoach):

 1. To gain remote access to the Online Content;

2. To consult the Online Content;

3. To save or print non-substantial portions of the Content;

4. To quote (according to South African electronic communications act) the Content to as part of the normal business operations of the Customer.

 2. The Online Content may only be used by the Customer for its own purposes and only by the number of Users as agreed. The Customer will not make the Online Content available to third parties.

3. Except to the extent permitted by mandatory law, the Customer may not modify, translate, reproduce, decompile, reverse engineer, merge with other works or create derivative works from the Online Content without prior written confirmation from WillCoach. 

 Part 6. Commencement and duration of the agreement

 1. The main rule is that the Agreement commences at the moment that has been laid down in the Agreement between the Customer and WillCoach.

2. Contrary to the general rule, WillCoach starts Online Service when WillCoach has provided the Logins to the Customer. WillCoach will provide the Customer with a number of Logins that are equal in number to the number of Users as included in the sales agreement after full payment of the Fee.

  Article 7. Use Access Code and the Service

 1. Insofar as the acceptance of these General Terms and Conditions by the Customer has not yet become apparent at an earlier stage, the use of the Access Code by (employees of) the Customer automatically implies acceptance of and a declaration of applicability of the General Terms and Conditions by the Customer.

2. WillCoach is not obliged to have the WillCoach Content available at all times without interruption or without errors and WillCoach does not accept any liability in this regard. WillCoach will make every effort to keep the WillCoach content continuously available.

3. The Customer is only entitled to provide the Logins granted by WillCoach to its own employees, who need the Logins to follow the relevant Content. The Customer is only entitled to provide one Login per employee and each User will keep his Login confidential. At the first request of WillCoach, the Customer must inform WillCoach of the identity of the employees referred to in the first sentence.

4. The Client guarantees that he and Users who use the Content, will not store, distribute or transmit any material that can be qualified as a Virus, whereby WillCoach reserves the right to terminate or suspend the Content in whole or in part in such a case without any liability for damage in that respect.

5. The right to use the Content is limited to activities for the Customer’s own internal organisation. It is therefore not permitted to transfer and / or (sub) license this right to third parties. The right to use a Service is limited to the employees of the organization of the Customer who have obtained the Login from the Customer.

6. The Customer guarantees that these employees will only use the Access Code and the Service for the Customer's course and training activities.

7. WillCoach has the authority to recover from the Customer all forms of damage, including loss of income and all other costs resulting from unauthorized use and all other forms of abuse of the Access Code and the Content

Part 8. Reorders, additions and extensions

 1. During the term of this Agreement, it is possible for the Customer to request WillCoach:

 a. To extend the Content to which a specific User has access under his existing Login (“Supplemental Content”);

b. To increase the number of Users for whom the Content is made available ("Additional users");

c. To extend the duration of use of the Content for an individual User.

 2. Further orders can be placed at any desired moment by the Customer, by means of a new agreement.

3. It's up to WillCoach whether or not to accept the further order. Acceptance of a further order will be confirmed by WillCoach by sending an invoice for that further order to the Customer.

 Article 9. Delivery

 1. All (delivery) dates stated or agreed by WillCoach are not deadlines. WillCoach will make every effort to observe delivery and delivery dates as much as possible.

2. WillCoach is entitled to suspend fulfilment of its obligations under an Agreement in the event that the Customer does not fully and / or timely fulfil its (payment) obligations. Adverse consequences of suspension are for the account of the Customer.

 Article 10. Implementation, new versions and maintenance

 1. The Client agrees to grant and provide WillCoach with all access, assistance, data and materials necessary for WillCoach to properly provide access to the Online Content.

2. Unless otherwise agreed, WillCoach may temporarily keep the Online Content offline and/or limit its use in the event that, in the opinion of WillCoach, this is necessary. For example, for the purpose of preventive maintenance or making corrections or adjustments. WillCoach will notify the Client as soon as possible regarding the temporary unavailability or limited use of Online Content, if this will have a significant impact on the business operations of the Client. In the event of an emergency as a result of which Online Content must be put offline with immediate effect or the use of Online Content must be restricted, WillCoach will notify the Customer as soon as reasonably possible

 Part 11. Execution Services

 1. WillCoach performs all Services on the basis of a best-efforts obligation.

2. In the event of changes or additions at the request of the Customer that result in a change of the agreed Services, for example due to extra work, any additional work resulting from this will be reimbursed by the Customer in accordance with the rates of WillCoach that apply on the moment of carrying out these additional activities.

3. In the event that it has been agreed that the Services will be provided by a specific person, WillCoach is always entitled to replace this person by one or more other, equally qualified persons.

4. In the event that WillCoach provides the Service in phases, WillCoach is entitled to postpone the start of the work for a phase until the Customer has approved the results of the previous phase in writing. 

Part 12: Personal data 

Please refer to https://www.willcoach.co.za/about/copyright-notice/.

 Part 13. Limited Warranties and Guarantees of WillCoach

 1. WillCoach does not guarantee that the Online Content is free is from defects and that it will work without interruptions. WillCoach makes no guarantees as to suitability for a particular purpose or use.

2. WillCoach is not responsible for the purchase and/or the proper functioning of the Customer’s or of third parties’ infrastructure. WillCoach shall not be liable for damage or costs caused by errors in the transmission, failure or malfunctioning or unavailability of computer-, data- or telecommunication facilities, including the internet.

3. The Customer is responsible for the compliance of all technical and functional requirements provided by WillCoach that are necessary to be able to use Online Content.

4. In order to be able to use Online Content, the Customer requires Login Details. The customer is only entitled to provide one Access Code per employee/ user. 

5. The Customer is responsible for keeping the Login details secret. As soon as the Client knows or has reason to suspect that his login details have become unauthorized, the Client must notify WillCoach without delay, without prejudice to the Client's own responsibility to take immediate and effective action, for example by changing its login details. The Customer is at all times responsible and liable for the use of the Online Content by third parties using the Customer’s Login Details. The Customer indemnifies WillCoach for all damage and costs arising from and/or related to the use of Content and/or Online Content by third parties via the Customer's Login Details.

6. The Customer is responsible and liable for its use of Online Content as well as any use of its employees and guarantees that it and its employees will comply with the provisions of the Agreement.

7. The WillCoach online Content is compatible with the following browsers under the condition that these are supported by the suppliers.

 - Mozilla Firefox

- Google Chrome (although not advised)

- Apple Safari

- Microsoft Edge

- Internet Explorer 11 (Windows 10)

 Article 14. Warranties of the Customer; Indemnification of WillCoach

 1. Any use of the Services and / or Products is at the risk and responsibility of the Customer. The Customer guarantees that it will not use the Services and / or Products:

 • in such a way that the rights of WillCoach or third parties are infringed and / or in an otherwise unlawful manner, including IP rights and rights for the protection of privacy;

• in violation of applicable laws or regulations; and / or • contrary to a provision of the Agreement.

 2. The Client indemnifies WillCoach against all claims from third parties, damage and costs arising from and / or related to and / or resulting from a breach of the aforementioned guarantee by the Client.

Part 15. Limitation on Liability

 1. Within the framework of the conclusion and / or implementation of the Agreement, WillCoach is not liable for damage resulting from a (attributable) shortcoming in the fulfilment of the Agreement, wrongful act or any other ground, with the exception of what is stipulated in the following paragraphs of this Article.

2. The total liability of WillCoach due to an attributable shortcoming in the fulfilment of the Agreement, from wrongful act, tort or otherwise, including explicitly also any shortcoming in the fulfilment of a guarantee obligation agreed with the Customer, is limited to the amount of the service purchased by the client by way of refund of the product or service in question  

Part 16. Intellectual property rights and copy right

Please refer to https://www.willcoach.co.za/about/copyright-notice/

Part 17. Termination of the Agreement and Cancellation Policy

 1. WillCoach has the right to dissolve the Agreement without owing Customer any compensation, if:

 a. Customer is granted a moratorium / suspension of payment (or a similar procedure), or an application to that effect is submitted by or on behalf of Customer;

b. Customer is declared bankrupt, insolvent, or incompetent (or a similar procedure is filed for Customer);

c. There is a Liquidation or (non)temporary cessation of the business of the Client;

d. Customer fails to comply with the other provisions of this Agreement and also after a written notice of default whereby a further period of fourteen (5) days has been granted, has still not (fully) complied its obligations.

 2. In addition to WillCoach 's rights under this Agreement and the law, WillCoach may suspend the WillCoach its Services immediately and without any obligation to pay damages, if:

 a. The WillCoach Content is used by the Customer or a User in a manner that is contrary to the Agreement and / or with the instructions of WillCoach regarding the use of the Content;

b. Customer or User of the Content abused any abuse in the reasonable opinion of WillCoach has demonstrated substantial negative impact on the system on which the Content is made available, and / or the execution of the service and with respect to other customers who use the Content;

c. The use by the Customer or a User demonstrably conflicts with the applicable law or infringes the rights of a third party.

 3. Parties will consult with each other to find a solution if a situation as mentioned above occurs.

4. Both WillCoach and the Customer have the right to dissolve the Agreement in whole or in part in the event that the other Party imputably fails to fulfil its obligations under the Agreement 

5. WillCoach is entitled to terminate the Agreement, in whole or in part, if and from the moment that the Service or the Product whose delivery is the subject of the Agreement can no longer be delivered, is taken off the market or otherwise (permanently) will no longer be available.

6. In the event that the Customer has already received services for the performance of the Agreement at the time of termination as referred to in this article, these services and the related payment obligations will not be the subject of cancellation, unless WillCoach is in default with regard to those services. Amounts invoiced by WillCoach before the dissolution in connection with what WillCoach has already performed or delivered in execution of the Agreement remain due and become immediately due and payable at the time of the dissolution.

7. All sales of Services and Content offered by WillCoach under these General Terms and Conditions are final. Customer shall not be entitled to a refund or cancellation of any Content purchased from WillCoach unless expressly agreed to in writing by WillCoach.

8. Termination of this Agreement in any way will not affect all rights and obligations of parties that by their nature continue to exist after termination of this Agreement.

9. WillCoach may enforce limitations on unutilised parts of the service or product such as (but not limited to), coaching sessions, review services or training if communicated to the Customer. 

Part 19. confidentiality

 1. Parties will not disclose to third parties any information that they obtain from each other in the context of this Agreement, such as Login for User and information that has been designated Confidential by one of the Parties, in any way whatsoever, both during and after termination of this Agreement, and will only make it available to its employees and / or third parties engaged by it if and to the extent required for the execution of the Agreement. This confidentiality obligation does not apply if a Party is obliged to disclose by law or if the information, without being caused by the breach of this confidentiality obligation, is generally known. This provision does not apply to the material and information available on the WillCoach Content.

2. Parties declare at all times that they will comply with all requirements arising from the applicable privacy laws and regulations, including in any case the POPI act and the Telecommunications Act as well as all instructions, guidelines and agreements.

Part 20. Miscellaneous

WillCoach cannot guarantee the correctness and accuracy of all descriptions, specifications of the Service(s) on the Site, in advertisements, brochures. WillCoach is at all times authorized to make changes to the Service(s) to be delivered, in order to improve them or to comply with any legal requirement.

In the event of disputes arising from the Agreement(s) or ensuing agreements to which these General Terms and Conditions apply, the Parties will initially attempt to reach an amicable settlement, subject to the right to take protective measures and / or a provisional measure.

The rights and obligations under the Agreement cannot be (sub) licensed or transferred by the Customer to a third party, unless WillCoach explicitly agrees to this in writing. WillCoach will not withhold this permission on unreasonable grounds.

WillCoach can (sub) license and / or transfer the rights and obligations arising from the Agreement to a third party, without the Customer's permission.

If, at any time, WillCoach does not invoke a right or authority vested in it by virtue of the Agreement of the law, this shall not constitute a waiver of that right or power.

If any provision of these General Terms and Conditions or of the Agreement proves to be wholly or partly void, is annulled or otherwise proves to be invalid, this will leave the validity of the other provisions intact. The provisions that are not legally valid or cannot be applied by law will be replaced by provisions that are as close as possible to the intent of the provisions to be replaced.