COACHBIT INC. COMMERCIAL TERMS AND CONDITIONS

June 2022

All clauses in this Agreement displayed in BOLD are provisions which limit the risk or liability of Coachbit and constitute an assumption of risk or liability by you, impose an obligation on you to indemnify Coachbit or is an acknowledgement of a fact by you. Please read these clauses carefully before agreeing to this Agreement.

  1. INTERPRETATION AND DEFINITIONS
    1. "Agreement" means the terms and conditions set out in this legally binding agreement that regulate your use of the Services and our relationship with you;
    2. "App" means the mobile Coachbit app used by Clients to access the Services and Coaches to provide the Services;
    3. "Client" means the person receiving the Services in terms of this Agreement, subject to clause 6 below;
    4. "Coach" means the coach that provides support to the Client as part of the Services;
    5. "Coachbit" and "us" and "we" means Coachbit Inc., a private company, duly incorporated in terms of the applicable laws of the United States of America, email [email protected].
    6. "Fees" mean the monthly fee payable by the Client to Coachbit for the Services;
    7. "Services" means the services supplied by Coachbit to Clients, as further described in clause 8 below;
    8. "Stripe" means the third party payment provider, Stripe Payments Europe, Ltd. and its subsidiaries and affiliates; and
    9. "Website" means https://coachbit.com/, including all sub-domains.
  2. WHEN DOES THIS AGREEMENT APPLY?
    1. This Agreement will apply when you use the Services as a Client. You are required to accept the terms of this Agreement in order to use our Services and do so when making payment of the Fees. 
    2. We reserve the right to refuse any request for our Services without notice or reason.
    3. This Agreement will also apply to any future services and interaction channels that may be made available by us unless stated otherwise.
  3. OTHER APPLICABLE TERMS

      Your use of the Services will be regulated by this Agreement as well as any other terms that are available on the Website or App ("Additional Terms"). The Additional Terms include the privacy policy governing the use of your personal information ("Privacy Policy") and the general browser terms applicable to the general use of the Website and App ("Browser Terms"). The Additional Terms apply to all users, including Clients, of the Website. If there is a conflict between this Agreement and any of the Additional Terms, the following order of preference will be applied in respect of applying such terms: (1) this Agreement, (2) the Privacy Policy and (3) the Browser Terms.

  4. CHANGES TO THIS AGREEMENT
    1. We may change or add to this Agreement, change or cancel the Services or offer new services to you or change or remove the Website or App from time to time at our discretion. We will notify you of any material changes via email which will contain a link to the updated terms or with a prominent notice on the Website or App. For continued use of the Services, you may be requested to accept new or amended versions of this Agreement.
    2. We will give you 30 (thirty) days' notice of a material change to this Agreement. Should you disagree with the changes, you must discontinue using our Services.
  5. DURATION OF THIS AGREEMENT

      This Agreement applies for as long as you use our Services and the period until any disputes have been settled in the event of any disputes arising from the use of the Services.

  6. OUR CLIENT
    1. Our Services are offered to persons for education-related purposes and may therefore be used by persons who are under the age of 18 (eighteen) ("Minors").We do not enter into this Agreement with a Client who is a Minor.
    2. Where the person receiving the Services is a Minor, our Client will be the parent, guardian or carer of the Minor and who is responsible for the Minor ("Parent"). We enter into this Agreement with the Parent.
    3. Where a Parent is our Client, this Agreement will still apply to the Minor in so far as it applies to the Services being provided and the Minor will be required to comply with its terms.
  7. YOUR ACCOUNT
    1. In order to access the Services, an account must be created on the Website or App with certain information about the Client, which may include information about the Minor and Parent if applicable (the "Account"). Coachbit will create the Account for the Client and will require the Client to create user login details with a password.
    2. By creating an Account, you acknowledge and agree that all information provided to Coachbit is true. No Minors may provide information for purposes of creating an Account and Coachbit will receive all information from Clients on the basis that it has been provided from a Client who is not a Minor.
    3. Coachbit reserves the right, in its sole discretion, to suspend any Accounts that appear to have been created by Minors on a Parents' behalf.
    4. You, as the Client, are solely responsible for the safekeeping of your Account information. This means that should anyone enter your Account information (whether that be you or anyone else), we assume that the person using the Services is you.
    5. You must inform us immediately if there has been, or if you suspect, any breach of security, confidentiality or of your Account, and change your Account information.
  8. OUR SERVICES
    1. We offer an online service that assists students in developing habits and skills used by top-performers to enable them in learning and life.
    2. The Services include:
      1. access to various learning and productivity tools;
      2. communication with a dedicated Coach;
      3. access to learning materials; and/or
      4. any other features which may be made available from time to time.
    3. Coachbit does not warrant that the Services will result in Clients becoming top-performers. The information and tools made available in the Services is on an as-is basis and should be used for informational purposes only. Any reliance on such information and tools is at your own risk.
    4. Changes to the Services. Should any material aspects of the Services be changed for whatever reason, we will notify you of the changes via email and inform you of your options should you no longer wish to use the Services.
  9. SUBSCRIPTION PLANS
    1. Our Services require payment before you can access them. We may also offer trial periods, promotional plans and memberships, products and services of third parties.
    2. The Services are made available in various subscription plans:
       

      Monthly Subscription Plan

      6-month

      6-month

      Annual

      Annual

      24-month

      24-month

      Subscription period

      Monthly

      Contract-based Payment Plan

      Pre-paid Subscription Plan

      Contract-based Payment Plan

      Pre-paid Subscription Plan

      Contract-based Payment Plan

      Pre-paid Subscription Plan

      Fees (inc VAT at 15%)

      As set out on the Website.

      Renewal

      Ongoing – automatic monthly renewal.

      After the expiration of the term, the contract is extended by another package with the same conditions (units, period and price). If the contract is not cancelled, the current contract will be extended without a new right of revocation. Notice of renewal will be emailed 14 days prior to the renewal date

      Cancellation notice required

      72 hours written notice by the Client prior to the end of the month (subject to the terms of this Agreement)

      72 hours written notice by the Client prior to the end of the renewal of the contract (subject to the terms of this Agreement)

      (the "Subscription Plans").

      1. Monthly Subscription Plan. Clients subscribe for the Monthly Subscription Plan which allows Clients access to the Services as agreed with Coachbit. The Monthly Subscription Plan renews automatically each month until cancelled by the Client on at least 72 (seventy two) hours written notice before the end of that month.
      2. Pre-paid Subscription Plan. Clients complete an upfront payment for the full amount due which allows Clients access to the Services as agreed with Coachbit for the duration of 6, 12 or 24 months as per the issued invoice. 6, 12 and 24 month plans are automatically renewed at the end of the period for the same duration unless cancelled by the Client on at least 72 (seventy two) hours written notice before the end of the current period.
      3. Contract-based Payment Plan. Clients sign a contract with Coachbit whereby they commit to a payment plan for 6, 12 or 24 months which allows Clients access to the Services as agreed with Coachbit for the same duration. 6, 12 and 24 month Payment Plans are automatically renewed at the end of the period for the same duration unless cancelled by the Client on at least 72 (seventy two) hours written notice before the end of the current period.
    3. Warranty, Withdrawal from Contract-based Payment Plans. ("Coaching Contract").
      1. If a Coach has not or only partially fulfilled a Coaching Contract or has fulfilled it badly (e.g. non-appearance of Coach, lack of professional competence, inappropriate treatment of the Customer or Student), the Client can make a justified complaint to [email protected]. Coachbit can check the quality of coaching sessions in such cases and mediate between the Client and Coach. The Client and Coach agree that Coachbit will have the final say on the existence and amount of any claim for a refund. If Coachbit considers the Client's complaint to be justified, the credit for future coaching sessions shall be credited to the Client's account.
      2. In case of serious violations of a Coach or in case of non-fulfilment of the Coaching Contract, an attempt shall be made to find a replacement Coach for the Client at the Client's request. If no replacement Coach can be found or if the Client does not wish to have a replacement Coach, they have the right to terminate the Coaching Contract pursuant to point 9.4.5.
    4. Right of Revocation for Clients (Coaching Contract).

        In the event that a Client completes and signs a Coaching Contract with Coachbit, the Client shall have the following right of revocation:

      1. The revocation period is 14 (fourteen) days from the day the Contract was signed.
      2. The Client has the right to terminate the Contract during this period without stating the reasons.
      3. In order to exercise the right of revocation, the Client must communicate their revocation of the Contract within the revocation period by means of a clear declaration. The Client can do this by sending an e-mail to [email protected]. If the Client makes use of this option, Coachbit will send the Client a confirmation of receipt of such revocation within 24 hours.
      4. Consequences of revocation: If the Client revokes the Coaching Contract, all payments made for the purchase will be repaid to the Client within fourteen days of the day on which the notification of revocation of the Contract was received. For this repayment, the same means of payment shall be used as the one used for the original purchase of credit.
      5. After expiry of the fourteen day revocation period from the day the Contract was signed, the Client can no longer terminate the Coaching Contract and cannot reclaim the amount paid for the Coaching Services. The right to an extraordinary revocation of the Coaching Contract remains unaffected. In the event of such extraordinary revocation, the Client may reclaim the amount paid for the acquisition of (unused) Services.
    5. Coaching Contract Duration / Termination.

        The Coaching Contract can only be terminated extraordinarily under official proof of the following reasons:

      1. in case of severe, persistent illness of the Student, which makes the participation in the Services unreasonable.
      2. in case of at least 3 months unemployment and the consequential loss of earnings
      3. in case of relocation abroad with such a large time difference that participation in the Services is unreasonable.
      4. if no substitute coach can be found within fourteen days.
    6. Coaching Contract for coaching sessions, purchase of Coaching Services.

        Coaching Contracts are signed between a Client and Coachbit in accordance with the relevant provisions of these T&Cs.

      1. Client's can sign a Coaching Contract with Coachbit by purchasing a Pre-paid Subscription Plan or a Contract-based Payment Plan via the website or with the assistance of a Coachbit Employee.
      2. With regard to Contract-based Payment Plans: For the duration of the Contract period, the Client will be debited monthly (on the respective recharge date) for the amount specified in the Contract. This will enable the Student(s) to receive daily, weekday (Monday to Friday) coaching sessions.
      3. The recharge date corresponds to the calendar day on which the Contract was signed (e.g. if a Contract was signed on 20.03.2021, the recharge date is the 20th day of each month of the Contract period).
      4. It is possible to pause the Contract for one month at a time (starting with the recharge date). The duration of the pause is then added to the Contract period, which is extended accordingly. In the case of an agreed Contract period of 6 months, a pause of one month is possible. For a Contract period of 12 months, pausing is possible on two occasions and in the case of a 24-month Contract period, pausing is possible on three occasions.
      5. If the Client or their legal representative signs and completes the Coaching Contract through the Contract Platform, they make a binding offer to Coachbit to purchase the Coaching Services required for the specified amount of time and the requisite fee.
      6. Before signing the Coaching Contract, the Client is given the opportunity to check all details again and to change them if necessary.
      7. Coachbit has merchant accounts with external payment service providers (e.g. Stripe and PandaDoc). The Client transfers the payments to the merchant account of Coachbit with the respective payment service provider. The Client thereby acquires Coaching Services with Coachbit via the Coachbit App.
    7. Pre-paid Subscription and Contract-based Payment Plans. Coachbit may offer discounted Fees where a Client subscribes and pre-pays the Fees for the Subscription Plan for multiple months in advance (the "Pre-Paid Period") or commits via contractual agreement to paying for multiple months of Services.. The discounted Fee will be applied where the Client pays the Fees for a Pre-Paid Period or commits to a Contract-based Payment Plan of 6, 12, or 24 months in advance.
    8. Automatic renewal. Unless you request that the Subscription Plan not automatically renew, all Subscription Plans renew automatically at the end of the then current month and you authorise Coachbit to charge you for the Subscription Plan periodically until you cancel the Subscription Plan.
    9. Cancellation of Subscription Plans.
      1. Monthly Subscription Plans. You may cancel your monthly Subscription Plan at any time during the month by submitting a cancellation request to Coachbit, subject to clause 9.9.3.
      2. Pre-Paid Periods and Payment Plans. You may cancel your Payment Plan or Subscription Plan and any unused Pre-Paid Periods at any time during the month by submitting a cancellation request to Coachbit, subject to clause 9.9.3. Refunds of the Fees paid by the Client in respect of the Pre-Paid Periods or remaining periods of the Payment Plan are paid in terms of clause 11.4.
      3. Notice. Cancellation requests can be submitted at any time during the month but must be submitted at least 72 (seventy two) hours prior to the end of the current month to avoid the Subscription Plan continuing for another month. Coachbit reserves the right to charge you the Fees for the next month in the event of you not submitting a cancellation request in accordance with this clause.
      4. Access. If you cancel the Subscription Plan during the month, you will retain access to the Services until the end of the current month. The cancellation will take effect the day after the last day of the current month. To access the Services again, you will be required to subscribe to a Subscription Plan.
      5. Debit orders. Notwithstanding the above clauses, if you pay the Fees via debit order, you will be required to provide us with 30 (thirty) calendar days' notice in order to cancel your Subscription Plan and debit order mandate.
    10. Changes to the Fees. Coachbit may change the Fees for the Services and each Subscription Plan from time to time and will communicate any Fee changes to you in advance. Fee changes take effect at the next date of payment of the Fees. By continuing to use the Services after Fee changes taking effect, you accept the new Fees. If you do not agree with a change in the Fees, you must cancel the Services prior to the Fee change taking effect (i.e. before your next payment). Changes to the Fees will not apply to Services that have already been paid for.
    11. Subject to the remainder of this Agreement, no pro-rata refunds will be provided in the event of you cancelling your Subscription Plan before the end of the month as you will retain access to the Services until the end of the month.
  10. PAYMENTS
    1. Billing details. Billing details are required before you can use the Services. You warrant that you are authorised to use the relevant billing details, and we reserve the right to terminate any Service if you are not authorised to use such details. You must ensure that there are sufficient funds to cover the Fees when they are billed, and you acknowledge that Coachbit will not be liable for any overdraft fees that you might incur.
    2. Manner of payment. Depending on your location, the Fees can be paid via various payment methods:
      1. credit or debit card payment via Stripe;
      2. debit orders, provided that the Client subscribes to the Subscription Plan for a minimum of 3 (three) successive months and completes the necessary debit order mandate;
      3. any other payment method made available by Coachbit.
    3. Stripe. If and when using Stripe to pay the Fees, you will be required to agree to the terms and conditions stipulated by Stripe and agree to pay any fees that may be charged by Stripe.
    4. Third party payment gateways. If you pay the Fees through a third party payment gateway, you will be required to agree to the terms and conditions stipulated by any such third party and agree to pay any fees that may be charged by the third party.
    5. Under no circumstances will Coachbit be responsible for any fees incurred by you to Stripe or any third parties.
    6. Transaction records. We will make all documentation relating to transactions between you and us available to you via email.
    7. Failed purchase. Should payment of the Fees be unsuccessful, you will be notified of this and will be able to attend to payment again. In the event of a failed purchase, you will not be able to use the Services until you have successfully made payment of the Fees.
    8. Taxes. Other than VAT, all Fees exclude any applicable taxes unless stated otherwise. To the extent allowed under applicable laws, the Client is responsible for any applicable taxes, whether they are listed on the transaction documents or not.
    9. Additional charges. If you cancel a payment by giving instruction to your bank to return your funds, and they do so, or the billing details provided are no longer valid, you will be liable to us and/or Stripe or a third party payment provider for any penalty which we or Stripe or the third party payment provider incur to that bank or other payment processor.
    10. Foreign currency. If the Fees are described in a different currency to that which you use, you accept all risk for any currency fluctuations and you undertake to pay the Fees in full in our stated currency. You similarly undertake to pay any levy that may arise because of the currencies differing.
    11. Exchange control. Where you make payment of the Fees from one country to another, you may be subject to the exchange control regulations and limitations of the country from which the payment is being made. In these circumstances, you agree that any limitation or regulation that is applicable to you, must be accounted for by you in a manner to ensure payment of the Fees in terms of this Agreement.
  11. REFUNDS
    1. Given the nature of the Services, we do not generally offer a refund or credit on the monthly Fees once you have started to use the Services for that month unless required under consumer protection laws.
    2. Cooling off. The Client may cancel any Subscription Plan purchased from Coachbit within 14 (fourteen) calendar days of making payment of the Fees, reckoned from the date of payment of the Fees, unless the Client has already started to use the Services.
      1. Once the Client has started to use the Services in a month and then elects to exercise the cooling off right, the Client will be liable for a pro-rata portion of the Fees in respect of the Services used during that month, calculated as the number of days that have passed from when the Client started to use the Services and the date of cancellation.
    3. Cancelled Services. In the event of the Services being cancelled in terms of clause 11.2, we will provide you with a refund of the Fees paid by you, which may be a pro-rata amount of the Fees.
    4. Reasonable cancellation fee. Where the Client has subscribed to the Subscription Plan for a Pre-Paid Period or committed via contractual agreement to a Payment Plan and the unused Pre-Paid Periods are cancelled or the Payment Plan is cancelled before the completion of the term committed to, upon request, Coachbit will refund the Fees in respect of the unused Pre-Paid Periods after the Client has been charged a reasonable cancellation fee in terms of applicable clause.
      1. The cancellation fee for Pre-Paid Subscriptions or Payment Plans is set at 30% of the unused period, calculated at the standard monthly subscription rate.
      2. The circumstances of and reasons for cancellation and the number of Pre-Paid Periods remaining will be taken into account whilst calculating the cancellation fee.
    5. Service changes. In the event of the Services being changed materially, we will provide you with a refund of the Fees paid by you should you no longer wish to use the Services, provided that you have not used the Services after being notified that they are due to change.
    6. Payment of refunds. In the event of a refund being provided, Coachbit will credit the Client with the Fees being refunded within 14 (fourteen) calendar days of agreeing to the refund by making payment to the Client's bank account or payment card as nominated in writing.
  12. PROMOTIONAL CODES
    1. We may, at our discretion, make promotional codes available to you, providing a discounted fee. Promotional codes may for example be made available where you have successfully referred new Clients to us.
    2. The promotional codes will be distributed for free by us and will be strictly enforced regarding any expiry date linked to such promotional code and other terms that may apply to the promotional code.
  13. ACCEPTABLE USE POLICY
    1. The Services are made available for the personal, non-commercial use of the Client only.
    2. All activity and communications on the Website and App between the Client and Coaches are monitored by Coachbit and are used by Coachbit to improve the Services provided to the Client.
    3. Some devices may not support the use of our Website or App. It is your responsibility to keep your device(s) updated and/or in a condition for them to support the use of our Website or App, including internet access capabilities.
    4. Client conduct towards Coaches. The Client shall:
      1. make all necessary information available to the Coach as necessary so that the Coach may provide the Services effectively;
      2. only use language that is appropriate and not offensive or discriminatory and treat the Coach fairly and with respect;
      3. ensure that all communications with the Coach are appropriate and limited to what is relevant for the Services;
      4. not discuss any personal matters with the Coach or rely on the Coach for any form of counselling;
      5. not make any inappropriate suggestions to the Coach;
      6. not send any unsolicited communications to the Coach;
      7. report any dispute or issue, including any inappropriate behaviour or illegal activity, with a Coach to Coachbit;
      8. where the person receiving the Services is a Minor, ensure that a Parent is aware of the Services taking place and that the Minor is comfortable to continue with the Services.
    5. Coachbit reserves the right to inform Parents where Minors engage in any conduct that is not acceptable in the circumstances or where Minors discuss their mental health or other sensitive issues with the Coach in making use of the Services. Coachbit may inform the Minor that they will inform the Parent of the issue but may discuss the issue with the Parent without the Minor's knowledge if deemed necessary by Coachbit.
    6. The use of our Services may be restricted to certain geographical areas. It is your responsibility to determine whether your location is supported by our Services before incurring any liability to us as we will not be liable for any loss that you may incur because of our Services not being supported in your location.
    7. You must respect our Services and our intellectual property in utmost good faith and use it only as we intend it to be used. Any use by you of our Services which violates this undertaking can result in us terminating your use of our Services. We will be the sole judge of what constitutes a violation of your undertaking to use our Services, including but not limited to unlawfully copying or monitoring our Website or App; interfering or attempting to interfere with our Website or App; providing false information; or using our Website or App to distribute material that is defamatory, offensive, inaccurate, abusive, contains hate speech or otherwise violates any laws.
  14. SUSPENSION OF THE SERVICES AND/OR WEBSITE OR APP
    1. Coachbit may temporarily suspend the Website, App or Services for any reason, including repairs or upgrades to the Website, App or other systems. Coachbit will take reasonable efforts to notify Clients of such suspensions in advance.
    2. In the event that the Website, App or Services are suspended for a period of 30 (thirty) calendar days, resulting in Clients not being able to access the Services, Coachbit will inform Clients of the suspension in advance (if possible) and will, at the Client's election, (i) suspend the Subscription Plan; (ii) refund a portion of the Fees pro-rata to the suspension period; (iii) or terminate the Client's Subscription Plan and refund the Fees pro-rata.
  15. CANCELLATION AND SUSPENSION
    1. At any time, and without cause, we may cancel or suspend your use of the Services in our sole discretion, without any liability, if you are in breach of this Agreement.
    2. If any party to this Agreement breaches any material provision or term of this Agreement and fails to remedy such breach within 14 (fourteen) days of receipt of written notice requiring it to do so then the aggrieved party shall be entitled without notice, in addition to any other remedy available to it at law or under this Agreement (including obtaining an interdict), to cancel this Agreement or to claim specific performance of any obligation whether or not the due date for performance has arrived, in either event without prejudice to the aggrieved party's right to claim damages.
    3. Importantly, all our rights in respect of the confidentiality undertakings and our limitation of liability as set out below will survive the termination of this Agreement.
  16. DISCLAIMER

      Coachbit endeavours to render an excellent service, in collaboration with its Coaches. However, Coachbit does not make any guarantees regarding the level of academic improvement the Client will achieve. Ultimately, it is the Client's (and the Minor's) responsibility to invest the time and effort needed to achieve academic goals.

  17. WARRANTIES AND REPRESENTATIONS

      SUBJECT TO APPLICABLE LAWS:

    1. Coachbit warrants that all Services provided in terms of this Agreement shall be provided in a workmanlike manner and that Coachbit will comply with its obligations in terms of this Agreement. Save for this warranty, Coachbit gives no other warranties and makes no representations to the Client. The Client's sole and exclusive remedy for breach of warranty shall be re-performance of the Services, or termination of this Agreement and return of a portion of the Fees paid by the Client.
    2. The Client warrants to and in favour of us that:
      1. the Client has the legal capacity to agree to and be bound by this Agreement and is at least 18 (eighteen) years old; and
      2. this Agreement constitute a contract valid and binding on and enforceable against the Client.
    3. Each of the warranties given by you will:
      1. be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement;
      2. continue and remain in force irrespective of whether this Agreement are active, suspended or cancelled; and
      3. be deemed to be material.
  18. LIMITED LIABILITIES
    1. Except as expressly provided for in this Agreement or in terms of applicable law, Coachbit will not, under any circumstances, be liable to the Client for any costs, claims, damages (including, without limitation, indirect, extrinsic, special, penal, punitive, exemplary or consequential loss or damage of any kind), penalties, actions, judgments, suits, expenses, disbursements, fines or other amounts which the Client may sustain or suffer (or with which the Client may be threatened) as a result of, whether directly or indirectly, any act or omission in the course of or in connection with the implementation of this Agreement or in the course of the discharge or exercise by Coachbit or its employees, agents, professional advisors or delegates of their obligations or rights in terms of this Agreement or the termination of this Agreement for any reason.
    2. Where any matter results in a valid claim against Coachbit, Coachbit's liability will be limited to the Fees paid by the Client in respect of the Subscription Plan for the specific month(s) from which the valid claim arose, unless the matter arose as a result of the gross negligence of Coachbit.
  19. INDEMNITY

      Very important: the Client indemnifies Coachbit against any claims by any third party that Coachbit may suffer or incur as a result of any breach by the Client of any of the terms of this Agreement.

  20. DISPUTES
    1. In the event of a dispute between the Client and a Coach regarding their working relationship or the Services provided, the Client authorises Coachbit to assist in investigating and mediating such dispute with the Coach on its behalf.
    2. Any dispute which arises out of or pursuant to this Agreement between the Client and Coachbit (other than where an interdict is sought, or urgent relief may be obtained from a court of competent jurisdiction) shall be submitted to and decided by arbitration in accordance with the arbitration rules and legislation for the time being in force in the Republic of South Africa.
    3. That arbitration shall be held at Cape Town with only the parties and their representatives present.
    4. The parties shall use their best endeavours to procure the expeditious completion of the arbitration.
    5. The provisions of this clause are severable from the rest of this Agreement and shall remain in effect even if this Agreement are terminated for any reason.
  21. ELECTRONIC MESSAGES AND COMMUNICATION
    1. We will primarily use email and electronic notices on the Website and App as our main communication tool for all communications relating to our Services or this Agreement. This may also include the use of SMS (short message services), registered mail or telephone.
    2. Please note that by accepting this Agreement and using our Services, you acknowledge that we may use your personal contact information provided by you for communicating with you via electronic messages and communication in terms of applicable data protection laws, including the Protection of Personal Information Act 4 of 2013 and the General Data Protection Regulation ((EU) 2016/679). This includes us sending you direct marketing communications. You can opt-out from receiving further direct marketing messages at any point in time.
  22. FORCE MAJEURE

      Except for the obligation to pay monies due and owing, neither you nor we shall be liable if either of us cannot perform in terms of any agreed terms due to reasons beyond our control. This includes lightning, flooding, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes, acts or omissions of persons for which we are not responsible, and acts of government or other competent authorities (including telecommunications and internet service providers).

  23. SECURITY
    1. It is in your interests to familiarise yourself with our security requirements, guidelines and procedures communicated by us from time to time and follow these carefully.
    2. You must inform us immediately if there has been, or if you suspect, any breach of security, confidentiality or of your personal information through the Services.
  24. GENERAL
    1. Intellectual Property. The Client acknowledges and agrees that all right, title and interest in, and to, any of Coachbit's intellectual property (including but not limited to any copyright, trademark, design, logo, process, practice, or methodology which forms part of, or is displayed or used on the Website, App or the Services is proprietary to Coachbit or the respective owner(s)' property and will remain our or the owner's property at all times. The Client agrees that it will not acquire any rights of any nature in respect of that intellectual property by using the Services.
    2. Personal information. Coachbit takes the right to privacy seriously and is committed to taking steps to protect the Client's and Coach's privacy when using the Services and implements business practices that comply with applicable laws, including the Protection of Personal Information Act 4 of 2013 ("POPI") and the General Data Protection Regulation ((EU) 2016/679) ("GDPR"). All personal information of Clients and Coaches will be processed in accordance with Coachbit's privacy policy and in compliance with applicable laws. The privacy policy can be found on Coachbit's Website and App.
    3. Entire agreement. This Agreement, together with the debit order mandate form and another other written agreement if applicable, constitutes the whole agreement between the parties relating to the subject matter of this Agreement and supersedes any other discussions, agreements and/or understandings regarding the subject matter of this Agreement.
    4. Confidentiality. Neither party shall disclose any confidential information to any third party without the prior written approval of the other party, unless required by law.
    5. Law and jurisdiction. This Agreement and all obligations connected to or arising from it shall be governed and interpreted in terms of the laws of South Africa. Each party submits to the jurisdiction of the South African courts.
    6. Good faith. The parties shall in their dealings with each other display good faith.
    7. No waiver. The failure of Coachbit to insist upon or enforce strict performance by the Client of any provision of this Agreement, or to exercise any right under this Agreement, shall not be construed as a waiver or relinquishment of Coachbit's right to enforce any such provision or right in any other instance.
    8. No assignment. The Client will not be entitled to cede its rights or delegate its obligations in terms of this Agreement without the express prior written consent of Coachbit.
    9. Relationship between the parties. The parties agree that neither party is a partner or agent of the other party and neither party will have any right, power, or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.
    10. No representation. To the extent permissible by law, no party shall be bound by any express or implied or tacit term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.
    11. Severability. Any provision in this Agreement which is or may become illegal, invalid or unenforceable shall be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement.
    12. No stipulation. No part of this Agreement shall constitute a stipulation in favour of any person who is not a party to this Agreement unless the provision in question expressly provides that it does constitute such a stipulation.
    13. Notices.
      1. Coachbit selects the address and email address indicated on each invoice and in clause 1.5 above, as updated from time to time, as its physical and email address for the service of all formal notices and legal processes in connection with this Agreement.
      2. The Client hereby selects the physical and email address indicated on each invoice as its physical and email address for service of all formal notices and legal processes in connection with this Agreement. The Client may change these details by providing Coachbit with 7 (seven) calendar days' notice in writing.
      3. Service via email shall be accepted in all cases where notice is required. Service via email is deemed to be received at the time and date of sending, subject to the terms of this Agreement that may regulate alternative specific notice requirements in some instances.
  25. LEGAL DISCLOSURE
    1. Website and App owner: Coachbit Inc.
    2. Legal status: Coachbit Inc. is a private company, duly incorporated in terms of the applicable laws of the United States of America.
    3. Directors: N Miller and WA Blyth.
    4. Description of main business of Coachbit: Coachbit provides an online platform enabling learners to develop habits to aid them in learning and life, through the use of various technological tools, information and communication with coaches.
    5. Email address: [email protected].
    6. Website address: https://coachbit.com/.
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