General Terms and Conditions for Changeist

Drafted on May 17, 2017. Last updated on 20 May, 2023. 

Changeist is established at Hofplein 20 3032AC at Rotterdam (the Netherlands). Changeist is registered with the Chamber of Commerce under number 65729374.

Article 1 Definitions

In these General Terms and Conditions, the following terms are used as defined below, unless explicitly stated otherwise.

General Terms and Conditions: The General Terms and Conditions as stated below.

Changeist: The user of these General Terms and Conditions: who has drafted these General Terms and Conditions. Changeist is a company focused on providing research, consulting, education and capacity building, communication, engagement strategies for public and private sector organisations and offers paid online public workshops

Client: The one who has accepted the validity of these General Terms and Conditions and given instructions for the provision of the Service. The Client includes both Consumers as Companies.

Consumer: The Client, natural person, not acting in the exercise of a trade or profession. 

Company: The Client, not natural person, acting in the exercise of a trade or profession.

Contract: The Contract entered into between Changeist and the Client.

Service: All work, of whatever form, that Changeist has carried out for, or for the benefit of, the Client.

Product: All items that are the subject of the Contract. The Products are the ultimate result of Changeist's services to the Client, to produce content on behalf of/ at the request of the Client.

Fee: The financial reimbursement that is agreed with the Client for the performance of the Contract.

Distance sales: Every Contract concluded between Changeist and the Client, where under an organised distance sales, with the exclusive use of one or more means of distance communication up to and including the time at which the Contract is concluded, such as a website, e-mail, telephone or other means of distance communication. 

Article 2 Scope

These General Terms and Conditions apply to every offer and Contract entered into between Changeist and the Client, unless the parties are departed from the General Terms and Conditions explicitly and in writing.

These General Terms and Conditions are also applicable to contracts with Changeist for the implementation of which third parties must be involved.

The applicability of any of the Client’s purchasing conditions or other general terms and conditions is expressly excluded.

If one or more provisions of these General Terms and Conditions are void or voidable, the other provisions of these General Terms and Conditions remain in effect. In this event, Changeist and the Client will consult with each other to agree new provisions to replace the void or voided ones.

Departures from the Contract and the General Terms and Conditions are only valid if they are explicitly agreed with Changeist in writing.

If Changeist not always requires the strict compliance of these General Terms and Conditions, this will not mean that the provisions of the General Terms and Conditions will not apply, or that Changeist to any degree would lose the right in other case to demand the strict compliance of these General Terms and Conditions. 

Article 3 Offers

The offers should preferably be made in writing and/or in electronic form, unless pressing circumstances make this impossible.

The offers are valid for the period stated in the offer (usually 30 days, unless stated otherwise). The offers lapse after this period has expired.

Changeist cannot be held to its offer if the Client, in accordance with the requirements of reasonableness and fairness and generally accepted standards, should have understood that the offer or an element thereof contains a manifest fault or clerical error.

If the acceptance departs from the offer included in the offer, whether or not on points of minor importance, then Changeist is not bound by this acceptance. The Contract then does not come into being in accordance with this differing acceptance, unless Changeist indicates otherwise.

A composite offer does not oblige Changeist to perform an element of the Assignment for a corresponding part of the stated price. 

The offers do not automatically apply to future Contracts.

Article 4 Formation and duration of the Contract

The Contract comes into being through the timely acceptance by the Client of Changeist’s offer.

The Contract can be concluded for a fixed term as wall for an indefinite period, unless the nature of the Contract states otherwise or if parties have agreed otherwise explicitly and in writing. The Contract expires at the moment the Service is completed: at the moment that Changeist has performed the Services on time and in accordance with the Contract and the Client has paid on time and in full.

The Contracts with Companies that have been concluded for a planned project usually contain a predetermined end date.

Article 5 Ending and cancellation of the Contract 

Changeist and the Client can terminate the Contract at any time by mutual consent.  

Both the Client and Changeist are entitled to terminate the Contract at any time, with the observance of a period of notice of one month.

The Client is entitled to cancel the Contract.

The Client may cancel the Contract up to 30 days before the commencement of the Service, without charge.

In the event of the cancellation of the Contract less than 30 days in advance of the Service, the Client is obligated to pay the Fee. The Fee that the Client has to pay depends on the moment the Contract is cancelled:

• between 30 and 14 days in advance, the Client is obligated to pay 50% of the Fee;

• less than 14 days in advance, the Client is obligated to pay 80% of the Fee;

• less than 24 hours in advance, the Client is obligated to pay 100% of the Fee.

In case of force majeure the Client is not obliged to pay the full Fee.

These cancellation conditions do not apply to the online workshops. In case of cancellation of an online workshop, no refund will be made. For more provisions regarding the online workshops, see article 12 of these General Terms and Conditions.

In the event that one of the parties becomes bankrupt, is placed under conservatorship or ceases the business, the other party has the right to end the Contract prematurely without the observance of a notice period. 

Deviating provisions regarding to the cancellation of online workshops

With regard to online workshops, the client cannot get the money back, but is given the option to transfer the already paid registration to another person or to apply it for a subsequent workshop.

If the client wishes to transfer the registration to another person and/or apply the registration for a subsequent workshop, the client must notify Changeist by e-mail, at least 24 hours before the start of the workshop.

Article 6 Amendments to the Contract

If, during the implementation of the Contract, it becomes apparent that it is necessary to amend or supplement the Contract to ensure its proper implementation, then Changeist will inform the Client of this as soon as possible. The parties will then amend the Contract in a timely manner and in mutual consultation.

If the parties agree that the Contract will be amended or supplemented, this can influence the time of the completion of the implementation. Changeist will inform the Client of this as soon as possible.

If the amendment or supplementation of the Contract will have financial, quantitative and/or qualitative consequences, then Changeist will inform the Client of this in advance.

If a fixed Fee is agreed, then Changeist will indicate the extent to which the amendment or supplementation of the Contract will influence the Fee. In this event Changeist will attempt, as far as possible, to issue a quotation in advance.

Changeist may not make any additional charges if the amendment or supplementation is a consequence of circumstances that can be attributed to Changeist.

Amendments to the Contract originally entered into between the Client and Changeist are only valid from the time at which these amendments are accepted in writing by both parties by means of a supplementary or amended Contract.

Article 7 Implementation of the Contract 

Changeist will implement the Contract to the best of its knowledge and ability, and in accordance with the requirements of good workmanship.

Changeist is entitled to arrange for certain work to be carried out by third parties. The applicability of article 7:404, 7:407, paragraph 2 and article 7:409 of the Dutch Civil Code is explicitly excluded.

Changeist is entitled to implement the Contract in phases.

If the Contract is implemented in phases, Changeist is entitled to invoice and require payment for each implemented element separately. If and for as long as this invoice is not paid by the Client, Changeist is not obligated to implement the following phase, and is entitled to suspend the contract.

If the Contract is implemented in phases, Changeist is entitled to suspend the implementation of those elements that belong to the following phase or phases until the Client has approved in writing the results of the preceding phase.

The Client will issue all information or instructions that are necessary for the implementation of the Contract, or which the Client can be reasonably expected to understand are necessary for implementation of the Contract, to Changeist in a timely manner.

If the above-mentioned information and instructions are not issued, or not issued in a timely manner, then Changeist is entitled to suspend the implementation of the Contract. The additional expenses that are incurred through the delay will be borne by the Client.

Article 8 Fee

The Fees expressed in euros, exclusive of VAT and other government levies, unless indicated otherwise.

The Fees are expressed in euros, exclusive of travel, accommodation, packaging, delivery, transportation costs and administration costs, unless indicated otherwise.

If there isn’t a Fee expressly agreed, the Fee will be determined by the actual amount of hours and the usual hourly Fee of Changeist. 

Changeist will provide a statement of all associated costs, or provide information on the basis of which these costs can be calculated by the Client, in a timely manner before the Contract is entered into.

Article 9 Amendment of the Fee

If Changeist agrees to a fixed Fee when the Contract is entered into, then Changeist is entitled to increase this Fee, also when the Fee is not originally specified provisionally.

If Changeist has the intention of amending the Fee, it will inform the Client of this as soon as possible.

If the increase of the Fee takes place within three months of the Contract being entered into, the Client can terminate the Contract by means of a written statement, unless:

• the increase arises from a right of Changeist or an obligation resting upon Changeist in accordance with the law;

• the increase is due to a rise in the price of raw materials, wages etc. or on other grounds that could not reasonably have been foreseen when the Contract was entered into;

• Changeist is still prepared to implement the Contract on the basis of that which was originally agreed;

• it is stipulated that the implementation will be carried out more than three months after the Contract was entered into.

Changeist will inform the Client in the event of the intention to increase the Fee, stating the extent of the increase and the date upon which it will take effect.

Article 10 Implementation periods and location Services

The work will be carried out within a period stated by Changeist.

If a period is agreed or stated for the performance of particular work, then this period is only indicative and is not to be regarded as a strict deadline.

If Changeist needs information or instructions from the Client that are necessary for the implementation of the Contract, then the implementation period will commence after the Client has provided these to Changeist.

If an implementation period is exceeded, the Client must issue Changeist with a written notice of default, whereby Changeist will be offered a reasonable period to nonetheless implement the Contract.

The Services can be performed at Changeist’s location, at the location of the third party or via the Internet (in the case of the online workshops).

Article 11 Payment

Payment will take place by means of transfer to a bank account specified by Changeist, unless agreed otherwise. 

For all Services, except the online workshops, payment must be made after the conclusion of the Contract, sometimes fractionally before and on completion, sometimes entirely on completion.

Payment afterwards must be made within 14 days of the invoice date, in a manner to be specified by Changeist and in the currency in which the invoice is issued, unless agreed otherwise.

The Client is not authorised to deduct any amount from the payable amount by reason of a counterclaim made by the Client.

Changeist is entitled to invoice the Client for work carried out in the period in question. Invoicing will take place monthly. 

Changeist and the Client may agree that payment be made in instalments in proportion with the progress of the work. If payment in instalments is agreed, the Client must make payment in accordance with the periods and percentages as established in the Contract.

Objections to the level of the invoice do not have the effect of suspending the payment obligations.

After the expiry of a period of 14 days after the invoice date, the Client will be, without a notice of default, by operation of law in default. The Client has to bear from the moment of default on the immediately claimable amount an interest at the rate of 3% per month, unless the statutory interest rate is higher. 

In the event of bankruptcy, suspension of payment or placement under conservatorship, the amounts owed to Changeist and the obligations of the Client towards Changeist are immediately claimable.

Deviating provisions regarding to the payment of online workshops

Payment will take place in advance: before the online workshop takes place. Payment can be made by credit card, PayPal or invoice. It is not possible to pay afterwards, because a paid registration is required for access to the online workshop.

Article 12 Online workshops 

The workshops take place online.

The workshops are group workshops (not individual).

Tickets for the workshops can be purchased on the website of Changeist. The price for the ticket is excluded VAT.

It is not possible to return a ticket after purchasing the ticket. It is, however, in consultation with Changeist, possible to follow a workshop at a later time (than the time for which the ticket was initially purchased).

During the workshops, the Client must behave properly and not be intimidating. In the event that the Client does not comply with this, Changeist has the right to deny the Client access to the online workshop and to remove him or her from this and the following workshop (that he or she has already paid for). In this case, no refund will be made and the Client does not have the right to transfer the registration or to apply for a subsequent workshop.

After the workshop, the Client will receive a copy of the workshop material. The Clients may keep this material and consult it again at a later moment. The material is intended for individual use and not for redistribution. The Client is therefore not allowed to resell, copy or otherwise make the material available to others.

Article 13 Collection costs

If the Client is in default or in breach of the Contract in fulfilling its obligations (in a timely manner) then all reasonable costs incurred to obtain an out-of-court settlement are payable by the Client. The Client is in any event liable to pay the collection costs.

With regard to the extrajudicial (collection) charges, Changeist is entitled – in departure from article 6:96 paragraph 5 of the Dutch Civil Code and the Payment of Extrajudicial Collection Charges Decree – to a payment of 15% of the total outstanding principal sum, with a minimum of € 90,- for every invoice that is wholly or partly unpaid.

Any reasonable legal costs and execution costs incurred are also payable by the Client.

Article 14 Retention of title 

All Products supplied by Changeist within the framework of the Contract remain the property of Changeist until the Client has properly fulfilled and fully complied with that which is required of it by virtue of the Contract.

Payable amounts also include the reimbursement of all charges and interest, including those of earlier or later supplies and services provided, as well as compensation claims due to breach of Contract.

For as long as the ownership of the supplied Products has not been transferred to the Client, the Client may not sell on, pledge or in any other way encumber that which falls under the retention of title, except within the normal conduct of its business.

Article 15 Suspension

If the Client does not fulfil an obligation arising from the Contract, or does not meet it fully or in a timely manner, then Changeist is entitled to suspend the corresponding obligation. In the event of partial or inadequate fulfilment, suspension is only permitted in so far as this is justified by the shortcoming.

Moreover, Changeist is entitled to suspend the fulfilment of the obligations if:

• after the Contract is entered into, Changeist becomes aware of circumstances that give good grounds to fear that the Client will not fulfil its obligations;

• the Client is requested, on entering into the Contract, to provide security for the fulfilment of its obligations arising from the Contract, and this security is not provided or is insufficient;

• circumstances arise of such a nature that fulfilment of the Contract is impossible, or that the unamended maintenance of the Contract cannot be reasonably required of Changeist.

Changeist reserve the right to claim compensation.

Article 16 Termination

If the Client does not fulfil an obligation arising from the Contract, or does not meet it fully, in a timely manner or properly, then Changeist is entitled to terminate the Contract with immediate effect, unless the shortcoming, in view of its limited significance, does not justify the termination.

Moreover, Changeist is entitled to terminate the Contract with immediate effect if:

• after the Contract is entered into, Changeist becomes aware of circumstances that give good grounds to fear that the Client will not fulfil its obligations;

• the Client is requested, on entering into the Contract, to provide security for the fulfilment of its obligations arising from the Contract, and this security is not provided or is insufficient;

• due to a delay on the part of the Client, Changeist can no longer be required to fulfil the Contract under the originally agreed conditions;

• circumstances arise of such a nature that fulfilment of the Contract is impossible, or that the unamended maintenance of the Contract cannot be reasonably required of Changeist;

• the Client is declared bankrupt, submits an application for a suspension of payment, requests the application of debt rescheduling for natural persons or is served with a writ of sequestration on all or part of its property;

• the Client is placed under conservatorship;

• the Client dies.

Termination will take place by means of a written declaration, without judicial intervention.

If the Contract is terminated, the Client’s debts to Changeist become immediately due and payable.

If Changeist terminates the Contract on the above-mentioned grounds, Changeist is not liable for any costs or compensation.

If the termination is attributable to the Client, the Client is liable for the damage suffered by Changeist.

Article 17 Force majeure

Breaches may not be attributed to Changeist or the Client if they are not their fault, or if they are not accountable by law, juristic act, or according to the generally accepted standards. In this case the parties are also not bound to fulfil the obligations arising from the Contract.

In these General Terms and Conditions, the term “force majeure” is defined as – in addition to what is understood in law and jurisprudence in this regard – all external causes, foreseen or unforeseen, upon which Changeist can exercise no influence and through which Changeist is not able to fulfil its obligations.

Circumstances regarded as resulting in force majeure include strikes, lockouts, fire, water damage, natural disasters or other external contingencies, mobilisation, war, traffic congestion, blockades, import or export restrictions or other government measures, stagnation or delay in the supply of raw materials or machinery components and lack of labour forces, as well as any circumstances through which normal business operations are impeded, as a result of which the fulfilment of the Contract by Changeist cannot be reasonably sought by the Client.

Changeist is also entitled to invoke force majeure if the circumstance that hinders (further) fulfilment of the Contract occurs after Changeist should have fulfilled its obligations.

In case of force majeure the parties are not obliged to proceed with the Contract, and are not bound to pay any compensation.

During the period that the force majeure continues, both Changeist and the Client can fully or partly suspend the obligations arising from the Contract. If this period lasts for longer than 2 months, both parties are entitled to terminate the Contract with immediate effect, by means of a written notification, without judicial intervention and without the parties being able to claim any damages.

If the situation of force majeure is of a temporary nature, Changeist reserves the right to suspend the agreed service for the duration of the situation of force majeure. In the event of permanent force majeure both parties are entitled to terminate the Contract without judicial intervention.

If at the time of the occurrence of force majeure Changeist has already partly fulfilled, or will fulfil, its obligations arising from the Contract, and independent value accrues to the part fulfilled or to be fulfilled, then Changeist is entitled to separately invoice the part already fulfilled or to be fulfilled. The Client is bound to pay this invoice as if there were a separate Contract.

Article 18 Liability

The implementation of the Contract is entirely at the risk and responsibility of the Client. Changeist is only liable for direct damage that has arisen through willful recklessness or an intentional act or omission of Changeist.

The liability of Changeist is excluded for indirect damage, including in any event consequential damage, loss of profit, lost savings and loss due to business interruption, or immaterial damage to the Client. 

Changeist is not liable for damage, of whatever nature, resulting from Changeist basing its actions upon inaccurate and/or incomplete information provided by the Client, unless this inaccuracy or incompleteness ought to have been known to Changeist.

If Changeist is liable for any damage, then the liability of Changeist is limited to an amount of € 7.500,-, or to the amount to which the insurance taken out by Changeist gives entitlement, with the deduction of the policy excess borne by Changeist under the terms of the insurance.

The Client must report the damage for which Changeist can be held liable to Changeist as soon as possible, but in any event within 10 days of the damage having arisen, on penalty of the forfeiture of any right to compensation for this damage.

Any liability claim against Changeist lapses within one year of the Client having become aware, or possibly reasonably having become aware, of the harmful event.

Article 19 Indemnity

The Client indemnifies Changeist against any claims by third parties who suffer damage in connection with the implementation of the Contract which is attributable to the Client.

If Changeist may be sued for this reason, then the Client is bound to provide Changeist with both judicial and extrajudicial support. Furthermore, all costs and damage on the part of Changeist and third parties will be at the expense and risk of the Client.

Article 20 Limitation period

In departure from the legal limitation period, a limitation period of one year applies to all claims against Changeist and any third parties brought in by Changeist.

Article 21 Intellectual property 

Changeist reserves the rights and powers accruing to it under the provisions of the Copyright Act and other intellectual property legislation and regulations.

Changeist reserves the right to utilise the knowledge acquired for the performance of the work and general information for other purposes and other work, in so far as no confidential information is hereby communicated to third parties.

Article 22 Confidentiality

Both Changeist and the Client are obliged, for the duration of and after the termination of the Contract, to maintain confidentiality regarding all facts and particulars concerning the business which they know or can reasonably suspect are confidential. This duty of confidentiality also includes all details of employees, clients, commissioning bodies and other business contacts which are learned by reason of the Assignment.

Article 23 Privacy and cookies

Changeist acts in accordance with the General Data Protection Regulation (GDPR) which is effective from May 25, 2018. 

Changeist will store the details and information that the Client provides to Changeist carefully and confidentially. Changeist will not keep the personal data longer than necessary. 

Changeist may only use the personal details of the Client within the framework of the implementation of its obligation to supply, or of dealing with a complaint.

Changeist is not permitted to lend out, hire out or sell the personal details of the Client, or to publicise them in any other manner.

The Client is entitled to file a complaint with the Dutch Data Protection Authority regarding his / her personal data. The Dutch Data Protection Authority is obliged to handle this complaint.

If Changeist is obligated to provide confidential information to third parties by virtue of a legal provision or court decision, and Changeist cannot claim a legal right of immunity, or such a right recognised or permitted by the competent court in this respect, then Changeist is not liable to pay compensation or grant indemnification. The Client is also not entitled to terminate the Contract by reason of any damage arising in this way.

The Client agrees that Changeist may approach the Client for statistical or customer satisfaction research. If the Client does not wish to be approached for research, the Client may make this known.

Changeist reserves the right to utilise the other details of the Client in anonymous form for (statistical) research and databases.

The information that Changeist collects through cookies may only use this personal data for necessary specific purposes: in the context of the execution of its delivery obligation or the handling of a complaint.  

Article 24 Newsletter

The Client can sign up for the newsletter. 

The newsletter will keep the Client informed of the latest news and the most recent developments. 

The Client will receive the newsletter by e-mail. 

The Client can opt out in writing or through a hyperlink of the newsletter at any time. In this case the Client will receive no more messages.  

Article 25 Amendment of the General Terms and Conditions  

Changeist is entitled to amend the General Terms and Conditions unilaterally. 

Amendments will also apply to Contracts that have already been concluded. 

Changeist will inform the Client by e-mail about the amendments.   

The amendments to the general terms and conditions will be in force thirty days after the Client is informed of the amendments.  

If the Client does not agree with the announced amendments, the Client is entitled to terminate the Contract. 

Article 26 Applicable law, disputes

Dutch law is exclusively applicable to all legal relationships to which Changeist is a party. This also applies if an obligation is wholly or partly fulfilled outside of the Netherlands or if the Client has its place of business outside of the Netherlands.

The applicability of the Vienna Sales Convention (CISG) is excluded.

Disputes between Changeist and the Client will only be submitted to the competent court in the Zuid-Holland district, unless the law mandatorily prescribes otherwise.

Article 27 Location

These General Terms and Conditions are published on the website of Changeist and filed at the Chamber of Commerce under number 65729374.