Terms & Conditions

Preamble

(A)

TopLeader (defined below) operates a digital coaching and talent development platform and offers personalized Coaching Services (defined below) to its Customers (defined below) in a scalable and measurable structure.

(B)

TopLeader allows Customers to manage their Coaching Licenses (defined below) and use the booked Coaching Services in a very simple way.

(C)

Coaching Services can be used in different countries and languages. Coaching Services are available anywhere with a good internet connection.

(D)

The Coaching Services may include:

a digital questionnaire that collects a Coachee’s (defined below) personal coaching goals and requirements;

provision of Coaching Sessions (defined below) through the TopLeader Platform (defined below) via browser applications;

a management dashboard for coaching program administrators that allocates coaching credits, displays some billing-related information and an anonymous overview of development;

destruction of documents in compliance with applicable data protection and confidentiality requirements.

When providing the TopLeader Platform and the Coaching Services, where the GDPR applies, TopLeader generally acts as a data processor on behalf of Customers (in their role as the respective data controllers) and therefore is generally bound by a data processor’s obligations. Coaches coaching via the TopLeader Platform are covered by strict and extensive non-disclosure and data protection agreements.

1 Definitions

1.1 “TopLeader” means the TopLeader entity assigned at topleader.io/terms-conditions. In case of any conflict or inconsistency between the terms of any specific Agreement signed with a customer and these Terms & Conditions, the terms of the specific Agreement shall prevail.

1.2 “TopLeader Platform” means the digital coaching platform provided by TopLeader via the website https://topleaderplatform.io as well as all associated browser applications.

1.3 “Coach” means the certified professional who supports a Coachee in achieving a specific personal or professional goal by providing training and guidance.

1.4 “Coachee” means (typically) an employee of a Customer being entitled to the Coaching Services.

1.5 “Coaching License” means the individual permission per Coachee of a Customer to use the Coaching Services. The number of Coaching Licenses matches the individual coaching accounts a Customer has agreed with TopLeader for its Coachees.

1.6 “Coaching Services” include the services listed and described above in the Preamble and supplementary services. Coaching Services do not include medical or psychotherapeutic advice.

1.7 “Coaching Session” means each meeting between a Coachee and their Coach.

1.8 “Commercial Details” include the Coaching Licenses (generally available for Customer’s employees), the term of the contractual relationship, costs, payment terms, and other terms typically affecting the pricing of the Coaching Services.

1.9 “Confidential Information” means all information (regardless of their nature or form and regardless of whether labeled or designated as confidential or not) provided or to be provided by TopLeader, received or to be received by the respective Customer or Coach or seen or witnessed or to be seen or witnessed in connection with or relating to the contractual relationship with TopLeader or the negotiation of such contractual relationship, the TopLeader Platform, the Coaching Services or other elements of TopLeader’s business. Confidential Information also includes third-party information that TopLeader holds in confidence, such as content of the Coaching Sessions. Confidential Information particularly includes the code (irrespective of being known in the form of the source or object code) of and algorithms integrated in the TopLeader Platform and any of its features, content of Coaching Sessions, all compliance-related information regarding TopLeader and the TopLeader Platform, all Coaches and their names, content (in particular “learning nuggets”) shared with a User, all metrics of the Coaching Services, implemented security procedures, marketing techniques, and Customer names.

1.10 “Customer” means any company having entered or about to enter into a contractual relationship with TopLeader in order to allow Coachees (typically its employees) the use of the TopLeader Platform and Services.

1.11 “DPA” means TopLeader’s data processing agreement agreed between TopLeader and Customers (available here).

1.12 “Coach Framework Agreement” means the agreement concluded between TopLeader and a Coach in order for the respective Coach to become part of the pool of Coaches at TopLeader.

1.13 “Quote” means an offer made by TopLeader to a Customer covering all relevant Commercial Details of the intended contractual relationship between TopLeader and the respective Customer.

1.14 “T&C” means these TopLeader Platform Terms & Conditions.

1.15 “User” means any user of the TopLeader Platform, irrespective of his or her role as a Coach, Coachee, Customer admin (HR), Manager.

2 Scope

2.1 These T&C govern the use of the TopLeader Platform and apply to all Coaches and Customers (but not directly to Coachees) irrespective of any other individual agreements between them and TopLeader (i.e. the Coach Framework Agreement between Coaches and TopLeader or the Quote with regard to Customers), except: Customers domiciled in the Americas are subject to this Customer Agreement International instead of these T&C. Coachees have no own contractual relationship with TopLeader and therefore are not directly included in the scope of these T&C.

2.2 The Commercial Details of the contractual relationship between TopLeader and a Customer are subject to the agreed individual Quote.

2.3 TopLeader rejects any and all terms and conditions of Customers and Coaches. Only these T&C apply to the respective contractual relationships with TopLeader.

2.4 In the event of a conflict between these T&C and a Quote, the Coach Framework Agreement or another individual agreement between TopLeader and a Customer, the Quote, Coach Framework Agreement or other individual agreement shall prevail, unless explicitly provided otherwise in these T&C.

3 The TopLeader Platform

3.1 Using the TopLeader Platform and the Coaching Services requires an individual account provided to individual Users by TopLeader.

3.2 The TopLeader Platform allows Coachees to find and select a Coach. Coachees also can change their Coach at a later stage for any reason. Changing the Coach does not require an additional Coaching License.

3.3 Coaches and Coachees can interact via Coaching Sessions and other means.

3.4 The Coaching Session schedule is mutually agreed between Coach and the Coachee using the TopLeader Platform’s calendar function.

3.5 Coaching Sessions can be canceled or postponed up to twenty four (24) hours before the start of the respective Coaching Session. A 24-hour notice is required for rescheduling by the client; otherwise, the session is deemed as conducted, and TopLeader/Coach receives full payment. If a coach needs to reschedule within this period, they must offer an alternative slot suitable to the client.

3.6 Customers also have via HR role an administrative account to the TopLeader Platform in order to manage allocation of the Coaching Licenses agreed with TopLeader.

4 TopLeader’s obligations

4.1 Subject to any restrictions or additional obligations agreed with a Customer based on the Quote, the Coach Framework Agreement or in another individual agreement, TopLeader provides the technical resources for the TopLeader Platform and Coaches and allows Users to use the TopLeader Platform as described in these T&C. TopLeader is not responsible for third-party products or services (for example Microsoft Teams), even if they are associated with Coaching Services or the TopLeader Platform.

4.2 TopLeader is not obliged to bring about any kind of specific success of the Coaching Services with regard to a Coachee.

4.3 TopLeader creates individualized accounts for the Users once the Commercial Details have been agreed with a Customer and the respective Coachees’ and administrator’s names and email addresses have been provided to TopLeader by Customer. TopLeader provides individualized account invites directly to the respective Users.

4.4 The TopLeader Platform shall be available to Customers for at least 98 % of the time based on one (1) calendar year. "Available" means that the essential core functions of the TopLeader Platform can be used with no restrictions. This may also include the possibility to dial in to a meeting via phone. TopLeader shall maintain availability of the TopLeader Platform and provide support to Customers as described in the Service Level Agreement and Customer Support Policy.

5 Customer’s obligations

5.1 Customers allocate a Coaching License to its employees unless otherwise agreed in the Commercial Details.

5.2 Subject to Section 5.1, Customers shall ensure Coachees using Customer’s Coaching Licenses keep their passwords and account access protected and not accessible to third parties or share their Coaching License with third parties (irrespective of doing so free of charge or against a fee).

6 Technical requirements

6.1 In order to use the Coaching Services, Users need to meet the technical requirements.

6.2 Current versions of Windows and MacOS X are fully supported (“Supported Operating Systems”).

6.3 Current versions of Chrome, Firefox, Safari or Edge are fully supported (“Supported Browsers”).

7 Acceptable use

7.1 No User shall

pass on their login credentials, individual accounts or any content in their account to third parties ( Coaches can request another account to (sub-)commission work to other certified Coaches);

publish or otherwise make publicly available (including on social media) any TopLeader Platform content without prior express written permission by TopLeader;

use the TopLeader Platform for any purposes other than those described in these T&C;

infringe any of TopLeader’s or third- parties’ rights (including under copyright or other intellectual property law) when using the Coaching Services;

use the chat tool or a Coaching Session to insult a Coach or Coachee respectively or otherwise display defamatory or inflammatory behavior; or

use the TopLeader Platform or the Coaching Services to send other Users marketing messages, chain letters, invitations to participate in pyramid schemes or other types of messages that encourage the recipient to forward content to strangers. Coaches further may not promote or offer any services or contracts not approved in writing by TopLeader.

Customer or Coach may be granted additional rights in the Quote or in a Coach Framework Agreement (as applicable) and/or additional individual agreement between Customer or Coach and TopLeader.

7.3 TopLeader does not monitor the content of Coaching Sessions on or through the TopLeader Platform or Coaching Services. TopLeader has no responsibility for any information created, uploaded, stored, maintained, transmitted, or made accessible on or through the TopLeader Platform or the Coaching Services.

7.4 TopLeader may take appropriate measures including without limitation the following measures with regard to a User if there are specific indications that such User has violated statutory provisions, third-party rights or these T&C:

Warning of the respective User.

Blocking the respective User’s coaching account (preliminarily or, in case of repeated or severe violations, permanently). In that case, the Customer does not re-allocate that User’s Coaching License to another User or allocate another Coaching License to that User.

8 Liability

8.1 TopLeader is liable without restrictions for damages arising from injury to life, body, or health resulting from a breach of duty by TopLeader.

8.2 TopLeader is also fully liable for damages caused by TopLeader intentionally or with gross negligence.

8.3 In case of a violation of essential contractual obligations caused by slight negligence, TopLeader is liable up to the amount of the foreseeable damage for this type of agreement.

8.4 Any other liability of TopLeader is excluded.

9 Indemnification

Customers and Coaches indemnify TopLeader from all claims of third parties, which are due to the fact that they or a User under one of their Coaching Licenses has not adhered to the provisions of these T&C. This also includes reasonable costs for legal defense against asserted claims.

10 Payment terms

10.1 The amount of the fees to be paid by a Customer is agreed in the respective Quote. Agreed fees are exclusive of VAT.

10.2 If the Quote does not contain sufficient or any payment terms, payments shall be due upon thirty (30) calendar days of receipt of an invoice.

10.3 In case of late payment, TopLeader is entitled to default interest. The interest rate for a year is nine (9) percentage points above the base rate.

10.4 In case of payment being late for more than thirty (30) calendar days, TopLeader is entitled to suspend the Coaching Services until all outstanding amounts have been received or Customer has provided proof of having initiated payment. This does not release the customer from any obligation to pay.

11 Confidentiality

11.1 During the term of the contractual relationship with TopLeader, Customers and Coaches shall, subject to Section 11.3, treat and keep Confidential Information strictly confidential and not at any time without TopLeader’s prior written consent:

disclose or allow the disclosure of any Confidential Information or any portion thereof to any third party;

use any Confidential Information or any portion thereof for any purpose other than in connection with the purposes described in these T&C, the Quote, the Coach Framework Agreement or other individual agreement with TopLeader;

analyze, reverse engineer, decompile, or disassemble the TopLeader Platform, any part thereof or technology supplied by TopLeader in connection with the Coaching Services; or

inform anyone of the Commercial Details agreed with TopLeader.

11.2 Customers and Coaches shall take appropriate measures to ensure confidentiality of the Confidential Information. In particular, they are obliged to

only reproduce Confidential Information insofar as required for the purposes of their contractual relationship with TopLeader;

only provide internal access to Confidential Information on a need-to-know-basis and no sooner than the recipients having been obliged to maintain confidentiality themselves; and

ensure that the Coaches that are allocated a Coaching License only are allowed access to Confidential Information that is necessary to consume the Coaching Services.

11.3 The confidentiality obligations set out in this Section 11 shall not apply to any Confidential Information or any portion thereof, in regards to which Coach or Customer (as applicable) can prove that at the date of the disclosure it is (a) public knowledge or becomes subsequently public knowledge other than by Customer’s or Coach’s fault (as applicable), (b) already known to Coach or Customer (as applicable) prior to its disclosure by TopLeader or a third party having the right to disclose it, (c) lawfully acquired it from a third party being having the right to disclose it after having entered in the contractual relationship with TopLeader, (d) developed by Coach or Customer (as applicable) or its employees independently and without breach of any confidentiality obligations, or (e) required by law or a regulatory body to be disclosed and provided always that any disclosure shall be only to the extent so required.

11.4 The confidentiality obligations set out in this Section 11 shall continue to apply for five (5) further years after the end of the contractual relationship with TopLeader.

11.5 At the request of TopLeader and upon the end of the contractual relationship with TopLeader, Coach and Customer are obliged to promptly return to TopLeader, delete or destroy any Confidential Information.

11.6 Any breach of confidentiality by a Coachee or other employee of Customer will be ascribed to Customer as a breach of Customer’s obligations towards TopLeader.

12 Data Protection

12.1 TopLeader and Customers agree on the terms of this DPA to comply with their respective GDPR requirements.

12.2 TopLeader is entitled to compile anonymous statistical information related to the performance of the service and may make such information publicly available, provided that such information does not identify Customer and does not include any personal data of Users.

13 Rights of use

13.1 By being allocated a Coaching License by a Customer, a Coachee is granted the right to use the features of the TopLeader Platform and the Coaching Services for the agreed term. Employees with an admin account have the right to use the features available in that account.

13.2 Coaches may have Coaching Sessions with Coachees and use all relevant features of the TopLeader Platform. Coaches are also permitted to present their cooperation with TopLeader in social networks, professional networks or their internet presences, e.g. as “TopLeader-registered Coach”.

13.3 For clarification: TopLeader reserves all intellectual property and other rights to the TopLeader Platform, all content, TopLeader trademarks and logos as well as the Coaching Services. This also applies to any customizations specifically developed to meet the individual needs of a certain Customer. Customers will make any assignments and/or grant exclusive licenses unrestricted in terms of content, location, and otherwise to ensure all exclusive rights to the TopLeader Platform vest in TopLeader (as applicable). No adjustments by TopLeader constitute a “work for hire” for a Customer or Coach.

13.4 Coaches, and Customers do not adjust, customize, or otherwise change the TopLeader Platform, all content, TopLeader trademarks and logos or the Coaching Services (unless to the extent permitted by mandatory applicable law). Customers also procure that their Users do not do so. This does not affect the Coaches’ independence to design the content of the individual Coaching Sessions.

13.5 Coaches and Customers do not sell, resell, rent, or lease the Coaching Services or Platform as provided to them.

14 Term

14.1 Customer and TopLeader agree on the initial term of their contractual relationship in the Quote. Unless terminated with 30 calendar days’ notice prior to the end of the initial term, the term extends and continues for another period as long as the agreed initial term at the same conditions.

14.2 TopLeader and a Coach agree on the term of their contractual relationship in the Coach Framework Agreement.

14.3 The contractual relationship between TopLeader and Customer may not be terminated without cause during the agreed fixed terms. Statutory rights for termination for cause remain unaffected.

14.4 As soon as a contractual relationship is terminated or the agreed term is over or the Coaching End Date (as defined in the Commercial Details) is reached, the respective Users can no longer access their coaching accounts.

15 Final Provisions

15.1 Individual agreements can be concluded in writing (including via email) if approved by TopLeader.

15.2 If TopLeader updates these Terms, TopLeader will notify Customers at least six (6) weeks before the effective date of such update. Customers may object to the application of the new conditions before the effective date.

15.3 Should any provisions contained herein be or become invalid or ineffective, this shall not affect the validity of the remaining provisions. The parties shall discuss and agree on a provision that comes as close as possible to what would have been agreed.

15.4 The laws of the Czech Republic shall apply. Any dispute arising from or in relation to these Terms will be resolved by the courts of Prague.

These Terms are effective and were last updated on 4th of June 2024.