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Terms

REFOCUS COACH (PTY) LIMITED

TERMS AND CONDITIONS

This is an Agreement between Refocus Coach (Pty) Limited, duly represented by Bertus de Wet (hereinafter referred to as the “Coach”) and the Client, whose details appear on the checkout page of their PayPal account, whereby the Coach agrees to provide various Services, as more specifically detailed hereunder, in order to maximise the personal and business potential of the Client.

  1.  Definitions
    • In this Agreement, unless the context clearly indicates otherwise, the following words and expressions have the following meanings:
      • Agreement” means this document incorporating these terms and conditions, together with any annexures hereto;
      • “Coach” means Refocus Coach (Pty) Limited, a private company duly incorporated and registered in accordance with the company laws of South Africa with registration number 2017/072325/07 and having a registered business address 6 Pieterse Place, Malanshof Ext1, Gauteng, 2194, herein represented by Bertus De Wet, he being duly authorised thereto;
      • Confidential Information” means all information disclosed by either Party that may reasonably be regarded as confidential being information not in the public domain whether such information is oral or written, recorded or stored by electronic magnetic, electro-magnetic or other form or process, or otherwise in a machine readable form, translated from the original form, recompiled, made into a compilation, wholly or partially copied, modified, updated or otherwise altered, originated or obtained by, or coming into the possession, custody, control or knowledge of the other Party whether alone or jointly, including but without being limited to :- session(s) and session notes, telephone conversations and personal correspondence conducted in confidence, technical data, research and development information; and any other materials of whatsoever nature and whatsoever description and which the Party has an interest in being kept confidential;
      • Client” means the person whose details, including his/her/their/its chosen domicilium citandi et executandi, as specified in their Paypal account;
      • Data Subject” means the person to whom Personal Information relates;
      • Day(s)” means any weekday excluding Saturday, Sundays and South African public holidays and shall be reckoned exclusively of the first and inclusively of the last day unless the last day fails on a Saturday, Sunday, or public holiday, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or a public holiday;
      •      "Force Majeure Event" means an event or situation beyond the reasonable control of either Party and against which no precautions can reasonably be taken, to the extent that such event or situation prevents, inhibits and/or frustrates a Party's ability to perform its obligations in terms of this Agreement, including a natural disaster, an act of public enemy, fire, explosion, earthquake, perils of the sea, flood, storm or other adverse weather conditions, war declared or undeclared, civil war, revolution, civil commotion or other civil disorder, sabotage, riot, strikes, lock-outs or other labour disputes, pandemic, blockade, embargo, sanctions, epidemics, failure of electricity, water or fuel supply, act of any government or other authority, compliance with law, regulations or demands of any government or governmental agency, limitations imposed by exchange control or foreign investment or other similar regulations;
      • Person” means a natural or juristic person;
      • Personal Information” has the meaning ascribed to in the POPIA.
      • “POPIA” means the Protection of Personal Information Act 4 of 2013, as amended from time to time, together with any regulations issued from time to time in terms thereof;
      • Processing” has the meaning ascribed to in the POPIA;
      • Parties” means collectively the Client and the Coach and “Party” means either of them as the context determines; and
      • “Services” means business coaching services and or life coaching to be rendered by the Coach for the Client in accordance with the programme selected by the Client.
  1.  Commencement, Duration and Termination
    • This Agreement will commence on the date when the Client makes payment to the Coach via PayPal (the “Commencement Date”) and will continue to be of force and effect until terminated by either Party.
    • This Agreement may be terminated by either Party, for whatever reason and without penalty, provided that where the Client cancels the Agreement, he/she/them/it provides the Coach with 1 (one) calendar month’s written notice, which termination shall not affect any claims arising under this Agreement prior to such termination.
    • In instances where the Client wishes to cancel this Agreement, he/she/them/it understands that he/she/them/it will be liable to pay any amounts owed during the 30 (thirty) day notice period set out in clause 2.2 above, whether he/she/them/it attends the sessions or absconds.
    • The Coach shall be entitled to suspend or terminate the provision of any Services if the Client is in breach of any terms of this Agreement.
    • Without detracting from either Party’s rights in terms of this Agreement, should a Party commit a breach of this Agreement and fail to remedy such breach within 7 (seven) Days of written notice requiring such breach to be remedied, then the Party giving the notice shall be entitled, at its opinion, either to cancel the Agreement and claim damages, alternatively to claim specific performance of all the defaulting Party's obligations, together with damages, if any.
    • In the event that the Coach carries out any actions under the Client’s instruction, then notwithstanding any delay or other failure on the part of the Client to sign this Agreement for whatsoever reason, the Client shall be deemed to have read, understood, and accepted all the terms and conditions herein, which terms and conditions shall be fully binding on the Client.
  2.  Coach-Client Relationship
    • The relationship between the Coach and the Client is co-creative, meaning that both are equals in the Coaching process.
    • The Coach will facilitate the development of personal, professional, and business goals through a connect session before Coaching commences. The connect session will be charged for at the below mentioned rates.
    • The Coach undertakes to educate the Client, provide the tools, techniques, and strategies during the programme in order for the Client to achieve the goals.
    • The Coach will continue to hold the Client accountable and provide the Client with guidance in order to achieve the goals.
    • The Coach guarantees that he will keep all information confidential within the group or between the Client and himself.
  3.  Programmes Offered
    • The Refocus Your Business Adventure consists of 3 (three) packages to choose from with 3 (three) different payment options associated therewith. Please refer to our website refocuscoach.co.za.
      • Incubator Adventure – this is a foundational 12 (twelve) week online video training adventure for start-ups, solopreneurs and creatives for businesses with a turnover of $0 to $100 000.
      • Accelerator Adventure – this is a 12 (twelve) month coaching adventure for start-ups and small to medium sized businesses with a turnover of between $100 000 to $1 000 000.
      • High Performance Adventure – this is 12 (twelve) month coaching adventure for medium to large sized businesses with a turnover of between $1 000 000 and $10 000 000.
    • The following additional packages are available is association with the Refocus Your Business Adventure. Please refer to our website refocuscoach.co.za.
      • Discovery Adventure – this is a 3 (three) hour coaching adventure to enable one to uncover limiting beliefs and reprogramming your subconscious mind for success.
      • Alignment Adventure - this is a 3 (three) hour coaching adventure to enable one to align the Coach with your business.
      • 91 Day Planning Adventure – this is a 3 (three) hour coaching adventure with a focused one to one meeting to enable one to link 1 (one) and 5 (five) year goals for your business and your life.
      • Quarterly Boardroom Session – this is 3 (three)  2 (two) hour coaching sessions where the Coach attends your company’s boardroom meetings.
      • Personalized Power Adventure – this is 22 (twenty Two) 1 (one) hour coaching sessions held online via Zoom.
      • Fast Track Adventure this is an online Zoom coaching session held on a Wednesday from 9h00 to 10h00 SAST.
    • The Refocus Your Life Adventure consists of 2 (two) packages with 3 (three) different payment options. . Please refer to our website refocuscoach.co.za.
      • Online Video Course – this is a self study online video course.
      • Online Video Course with Coach this is a self study course with access to a Coach.
    • In each programme, the Coach will work with the Client to identify strengths and weaknesses and set goals and highlight priorities which the Client can utilise during the programme.
    • The Coach may, from time to time, adapt the programme at any given stage in order to provide strategies and significances which the Client may require.
    • The Coach will educate the Client and provide the Client with tools, techniques, and strategies to enable the Client to successfully implement them in his/her/them/its business.
    • The last session of each month will be a book review of a designated book provided by the Coach.
    • The 91Day planning session is included in the High Performance Adventure and the Coach will encourage the Client to achieve the goals as set out in the 91(ninety one) day planning session.
    • Each meeting will be scheduled at a time and place to be determined and agreed to by the Coach and the Client. The Coach will endeavour to ensure that meetings occur at the same time and place on a weekly / fortnightly basis, but this is not guaranteed.
    • The Client may elect to receive coaching face-to-face, via Skype, Zoom, Google Meet, Microsoft Teams, or a similar online medium, or telephonically.
  4.  Responsibilities of the Coach
    • The Coach shall
      • be committed to fulfilling the scope of the Agreement in pursuance of the Client’s professional and organizational success;
      • use its best endeavours to fully prepare itself in advance for each session, in order to maximise, to the best of its reasonable ability, the outcomes during each session;
      • avail itself both during and between sessions as may be reasonably necessary, provided that the Coach shall not be under any obligation to respond to any email, telephonic or other correspondence received by the Client outside of working hours (09h00 to 16h00 on weekdays) until the next working day. Whilst the Coach is available during Coaching sessions to provide guidance and advice relating to any situations which may arise in the day to day running of the Client’s business, the Client is to ensure that crisis management remains his/her/ their/its responsibility.
      • conduct himself/itself at all times in a manner that is supportive, ethical, transparent, honest, constructive, respectful, and professional.
    • It is recorded that the Coach welcomes constructive feedback from the Client if the Client is of the sincere, bona fide belief that such feedback will bring more value to the Client’s experience under this Agreement. In pursuance hereof, a review process may be held upon agreement between the Parties, with the intention of assessing the Services and making improvements thereto.
  5.  Responsibilities of the Client
    • The Client understands and accepts that:-
      • coaching creates a professional-client relationship between the Parties that is designed to facilitate the creation and development of personal, professional, or business goals and to develop and carry out a strategy for achieving those goals;
      • the effectiveness of the coaching sessions will depend on the potential, attitude, and receptiveness of the Client; and
      • coaching is a comprehensive process that may involve all areas of the Client’s life, including work, finances, health, relationships, education, and recreation, and that it is the Client’s sole responsibility to decide how to handle these issues, incorporate coaching into those areas, and implement his/her choices therein.
    • The Client shall:-
      • comply with all of its obligations under this Agreement;
      • attend all sessions timeously as scheduled with the Coach. Should the Client be running late to a session for any reason, he/she/them/it shall notify the Coach as soon as reasonably practicable, and the Coach shall endeavour to make a full session slot available, however the Coach does not make any guarantees in this regard, and the Client understands and agrees that should he/she/thet/it arrive more than 20 (twenty) minutes late for a session, this shall result in the session being forfeited, and the standard fee for the session shall apply;
      • conduct itself respectfully and honestly in all correspondence with the Coach;
      • be committed to, and shall endeavour to, achieve the goals;
      • be open and willing to receive advice and constructive feedback;
      • be present during sessions, and shall, to best of his/her ability, take reasonable measures to avoid external distractions of any nature (which may include, but shall not be limited to, cell phones and emails); and
      • be solely responsible for creating and implementing his/her own physical, mental, and emotional wellbeing, decisions, choices, actions, and results arising out of or resulting from the relationship with the Coach.
    • Whilst the Coach is the accountability partner, facilitator, and mentor, it is the Client’s responsibility to appropriately and correctly implement the tools, techniques and strategies provided to him / her in the Coaching sessions.
    • The Client undertakes to spend at least 30 (thirty) minutes per day working on the business using the strategies supplied to him/her/them/it in the Coaching sessions.
    • The Coaching provided by the Coach is not designed to be a “quick-fix” and the Client acknowledges that he/she/them/it understands that the programme is to create awareness and educate the Client.
  6.  Rescheduling
    • One-to-one sessions can be rescheduled if a postponement is requested within 24 (twenty four) hours of the designated session and will be re-scheduled at the availability of the Coach. The Client is encouraged to reschedule missed sessions using the online portal at https://www.refocus.coach.
    • Group Coaching sessions can only be rescheduled if all attendees agree to such rescheduling, and it takes place within 48 (forty eight) hours of the designated session. In the event that the Client of the Group session is unable to attend, his / her / their / it’s session cannot be made up during another time slot.
    • Should the Client fail to adhere to the time periods set out in clause 7.1 and 7.2 above:-
      • the Coach shall be under no obligation to reschedule such session, and such session shall be deemed cancelled; and
      • the Client shall not be entitled to a refund for the cancelled session. The Client agrees and understands that booked sessions which are cancelled by the Client in contravention of the time periods set out in clauses 7.1 and 7.2 shall attract the full fee for the session. For sessions conducted on a Monday, Friday is deemed to be the preceding day. The Coach may waive these fees at his/its discretion.
    • Should the Coach wish to reschedule or cancel a session for any reason, the Coach shall endeavour to notify the Client as soon as reasonably possible in the circumstances, which notice shall be by way of electronic mail or a telephone call directly to the Client. The Coach shall reschedule the session in consultation with the Client, upon the same terms as was previously arranged for the cancelled session and such further terms as may be agreed between the Parties.
  7.  Booking and Fees
    • All session bookings must be made via the Coach’s website at https://www.refocus.coach and be paid for using a PayPal account.
    • The cost of the various packages are detailed at https://www.refocus.coach.
    • 3 (three) payment options are available to clients, namely a once off upfront payment, 3 (three) equal monthly payments payable in the first 3 (three) months from the Commencement Date or on a monthly basis.
    • In order to determine the turnover of the Client, the Client undertakes to provide the Coach with a full set of financial records, in the format as agreed to between the Parties, on a monthly basis by no later than the 7th day of the month.
    • Fees are subject to increase by 10% (ten percent) per annum. All fees are subject to review and may increase from time to time. The Client will always receive confirmation of the fees prior to booking and the latest fees will appear at https://www.refocus.coach.
    • Payment of the fee is payable based on the option elected by the Client and must be paid to the Coach via PayPal.
    • If, in the event that a programme has been booked and paid for, the Client elects to discontinue the sessions before completion, a pro rata refund will be issued to the Client after deduction of the full standard session fee for any sessions already attended. The Coach, however, highly encourages Clients to complete their chosen programme to see positive results.
    • The Coach reserves the right to cancel the Coaching session in instances where payment has not been made in accordance with this Agreement.
    • All payments to the Coach shall be paid promptly without deferment, free of exchange and without any deduction or set-off of whatsoever nature.
    • The Client acknowledges and accepts that: (i) all payments made to the Coach shall only be deemed to have been received by the Coach when payment is actually received as cleared funds by the Coach; (ii) payments made directly into the Coach’s bank account shall be at the Client’s risk until confirmed as cleared funds by the Coach; and (iii) unless otherwise specifically directed in writing by an authorised representative of  the Coach, no third party is authorised to accept any payment due by the Client on behalf of the Coach.
    • All prices are inclusive of Value-Added Tax (“VAT”) which is calculated at 15% (fifteen percent).
  8.  Guarantee
    • The Coach guarantees that he/it will provide the tools in putting systems in place within the Client’s business to ensure that the business can grow.
    • The Coach will guarantee that the Client receives a 200% (two hundred percent) return on his/her/their/it’s investment (i.e. full recovery of double the program fee) within 12 (twelve) months of rendering the Services, failing which the Coach will refund the Client’s fee, subject to the following conditions: -
      • the Coach will receive a complete set of financial statements for 12 (twelve) months prior to the Services having commenced as well as during the coaching process:
      • the Client will maintain and keep management accounts for 12 (twelve) months prior to the Services having commenced as well as during the coaching process;
      • the Client will provide the Coach with the necessary business vitals, to be determined by the Coach;
      • the Client will complete all homework and apply all of the learnings that he/she/they/it agrees to on the success sheets, as provided in the coaching sessions;
      • the Client remains in the programme for at least 12 (twelve) consecutive months;
      • all fees are paid timeously;
      • the Client must read/listen to 2 (two) books prescribed by the Coach per month.
  1.  Protection Of Personal Information
    • For the purposes of this clause 10, where reference is made to words that are defined in the POPIA, such words shall have the meaning ascribed to them under POPIA.
    • The Coach acknowledges and undertakes that, to the extent that it shall have access to, and Process, Personal Information of Data Subjects, he/it shall comply with all the relevant provisions of the POPIA in relation to all Personal Information received.
    • The Client acknowledges, consents and agrees that the Coach may collect, collate, use, Process, store and/or destroy all Personal Information made available to him/it during its engagement with the Coach, as well as information identified in terms of the POPIA, to the extent permitted under the POPIA, (i) for identification purposes; (ii) to assist the Coach in identifying the particular needs of the Client to enable the Coach to determine the appropriate service; (iii) in pursuance of the purpose of this Agreement generally; and (iv) for the proper rendering of the Coach’s Services to the Client. The Client further acknowledges that he/she/they/it understands the purpose for which the Personal Information is required and for which it will be used.
    • The Client acknowledges that he/she has the right to object and/or withdraw its consent at any time to the extent not otherwise prohibited by law.
    • The Coach undertakes to limit the type of information collected to that to which the Client has consented to and/or which may be used to authenticate the Client’s identity for security, administrative, billing, and legal purposes.
    • The Coach agrees to use all reasonable efforts to ensure such Personal Information in its possession is kept confidential, stored in a secure manner, and processed lawfully in terms of the POPIA.
    • The Coach undertakes not to disclose Personal Information of the Client or any associated person unless it is legally or contractually required to do so.
    • The Client hereby indemnifies and holds the Coach harmless against any loss, claims, costs (including legal costs on an attorney and own client scale) or damage which may be suffered or incurred by the Client in consequence of any breach of any of the above undertakings or of any provisions of the POPIA.
  2.  Confidentiality
    • The Client acknowledges and agrees that all correspondence, documents and/or information which may form Confidential Information, including but not limited to session(s) and session notes, telephone conversations and personal correspondence conducted in confidence, may be recorded. In the event that any recordings are made, the Coach shall first secure the Client’s consent to record same. Should the Client not consent to the recording, no recordings will be made available to the Client. Where the Client has consented to coaching sessions being recorded, the Coach will make these available to the Client upon request.
    • The Client’s permission will be sought prior to using any testimonials or accolades for the Services and the Coach shall be permitted to use any Fast Track coaching sessions as marketing and promotional material provided Confidential Information is not disclosed.
    •          The Coach will exercise proper internal controls over all documentation containing Confidential Information and will not make copies of any Confidential Information except as may be required for the purposes of this Agreement.
    • Notwithstanding clause11.1, information will be deemed not to be Confidential Information if it -:
      • is or becomes generally available to the public other than as a result of disclosure by the Coach in breach of this clause 11;
      • is or was independently developed by the Coach or on its behalf by persons having no access to such Confidential Information;
      • was in the Coach’s possession prior to the Commencement Date of this Agreement;
      • is required to be disclosed in terms of any law or under an order of court or under the rules of any stock exchange or other applicable regulatory authority, in which case Coach will give the Client reasonable written notice thereof as soon as is reasonably practicable.
    • All Confidential Information will remain confidential, except in the following circumstances:
      • if the Client grants express permission for confidentiality to be broken; or
      • if the information is of a nature that confidentiality cannot reasonably be maintained, including but not limited to the following circumstances:-
        • in cases of suspected fraud or other crime;
        • when a minor (under 18 years of age) is involved;
        • when a referring doctor or other health care professional requires a report. A copy of the report will only then be available on request.
      • The Client agrees and acknowledges that the Coach may, at any time, discuss aspects of the Client’s case with the Coach’s colleagues and other coaching professionals for training or consultation purposes, provided that the Coach keeps confidential the Client’s full name and identity to the extent that the Client has not otherwise granted permission.
      • The provisions of this clause 11 will survive the termination of this Agreement. The Coach shall retain the Client’s Confidential Information for the duration of the Agreement and thereafter for a reasonable further period of time as required by any law and/or the Coach’s professional indemnity insurers, if any.
  1.  Waivers and Indemnities
    • The Client agrees to indemnify and hold the Coach harmless from and against any losses, damage or harm resulting from activities related to the programme, or the consequences of such programme.
    •  Under no circumstances shall the Coach be liable towards the Client or any other person for any and all claims, demands, liabilities, suits, losses, costs, or expenses (including attorneys’ fees on an attorney-own client scale) of any kind arising in terms of this Agreement and the Services rendered thereunder, including but not limited to special, indirect or consequential damages.
    •  The Client indemnifies the Coach and holds it harmless from any and all claims, demands, liabilities, suits, losses, costs, or expenses (including attorneys’ fees on an attorney-own client scale) of any kind arising from the rendering of the Service. This provision shall survive the termination of this Agreement.
    •  Please note that provisions of the Consumer Protection Act 2008 may have an impact on you with respect to various exclusions of the Coach’s liability under these Terms and Conditions. As such, please take care to familiarize yourself with these Terms and Conditions, in particular, those clauses that are in bold.
  2.      Force Majeure
    • If either Party delays or fails to comply with any of its obligations under the Agreement, due to a Force Majeure Event, such Party will not be in breach of the Agreement nor will it incur any liability to the other Party, save as set out in this clause 13.
    •      If the Client becomes subject to a Force Majeure Event that substantially prevents, inhibits and/or frustrates his/her/their/its ability to receive the Services, and such Force Majeure Event continues for 14 (fourteen) consecutive days or more, or for 10 (ten) non-consecutive days or more during any 30 (thirty) day period, then either Party may terminate the Agreement by delivering to the other Party a termination notice specifying the Termination Date.
    •      If the Coach becomes subject to a Force Majeure Event that substantially prevents, inhibits and/or frustrates his/its ability to deliver the Services, the Coach must use commercially reasonable endeavours to resume full performance of the Services within the shortest reasonable time period following the occurrence of the Force Majeure Event.
    •      If the Coach is unable to fully resume the Services within 14 (fourteen) days from the date on which the Force Majeure Event occurred, then either Party may terminate the Agreement by delivering to the other Party a termination notice specifying the Termination Date.
  3.  General provisions
    • The Client acknowledges and understands that the Coach is not a licensed physician, psychiatrist, psychologist, psycho-therapist, or medical Coach, and that the programmes offered by the Coach is not a replacement for the services provided by these people.
    • The Coach will always endeavour to use best efforts and skills in pursuance of the Client’s goals and intended outcomes.
    • If any provision or part of a provision of this Agreement is rendered void, illegal or unenforceable in any respect such provision shall be severable and the validity, legality, and enforceability of the remaining provisions of this Agreement shall remain in full force and effect.
    • Whilst the Client may elect, during the programme, to upgrade to a higher Refocus Your Life or Refocus Your Business programme, such an upgrade is subject to the Coach’s discretion. No Client may downgrade their programme, save for where the Coach permits such a downgrade.
    • Any change to the programme during the tenancy of this Agreement, must be in writing.
    • The intellectual property, documents, manuals (hereinafter referred to as “programme material”) which the Client receives and / or acquires during the terms of this Agreement is confidential and remains the property of the Coach. The programme material may not be distributed, copied, or adapted save for use within the Client’s company as part of the programme where necessary.
    • The Client understands that he/she/they/it may not sell the programme material to any other businesses.
    • The Coach’s role is advisory and, whilst the Client is advised to, the Client is not obligated to utilise any of the tools, techniques or strategies provided by the Coach.
    • The Client understands and acknowledges that there may be some weeks where no sessions are held in light of the Coach’s commitments and that these missed sessions will not have any impact on the fees as prescribed above.
    • This Agreement is governed by, construed, and enforced in accordance with the laws of the Republic of South Africa.
    • Should the Client have a concern or complaint regarding the Services rendered to it by the Coach, it shall first discuss this with the Coach directly, who will endeavour to the best of its reasonable ability to resolve the issue.
    • For purposes of this Agreement, including the giving of notices in terms hereof and the serving of legal process, the Client’s address as reflected on page 1 hereof are to be considered their respective chosen domicilium citandi et executandi.
    • The Client and the Coach consents to the non-exclusive jurisdiction of the Magistrates Court of South Africa of competent jurisdiction for any proceedings arising out of or in connection with this Agreement.
    • The Client shall be liable for any and all legal costs incurred by the Coach, including, but not limited to collection commission and fees and disbursements (including attorney own client costs) in respect to any claims that the Coach may have against the Client or in the case of any unsuccessful claims by the Client against the Coach.
    • No indulgence, leniency, or extension of time which the Coach may grant or show to the Client, shall in any way prejudice the Coach’s rights in terms of this Agreement.
    • This Agreement shall constitute the entire Agreement between the parties. Any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding on either party except to the extent incorporated in this Agreement.
    • Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if evidenced in a writing signed by each party or an authorised representative of each party.
    • Authority: the persons who sign this Agreement on behalf of the Client warrants that they have the appropriate and necessary authority to do so and to binds the Client to the terms set out herein.