The Change Collective

GENERAL TERMS AND CONDITIONS The Change Collective

Definitions

The Change Collective, established in Amsterdam and registered with the Chamber of Commerce under number 64236935.
Customer: anyone with whom The Change Collective have entered into an agreement.
Parties: The Change Collective and the customer, collectively.
Consumer: a customer who is both an individual and acts as a private person.

Applicability

These general terms and conditions are applicable to all quotations, offers, activities, agreements and deliveries of services by or on behalf of The Change Collective.
If these general terms and conditions become applicable to an agreement with the customer, they will also apply to other assignments that have been or will be negotiated with the same customer.
If terms and conditions apply to an existing agreement with the customer, the applicability of the new terms and conditions replaces the applicability of the previous terms and conditions.
Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.
In case of any questions on these general terms and conditions please reach out to info@thechangecollective.nl or 020 – 2613954.

Offers and quotations

Offers and quotations from The Change Collective are without engagement, unless expressly stated otherwise.
An agreement will take effect upon the written confirmation (which also includes an email confirmation) of the customer.

Prices

All prices used by The Change Collective are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, other out-of-pocket expenses, unless expressly stated otherwise or agreed otherwise.
The Change Collective intends to link the price of its services to the value which is agreed to be delivered to the client. The Change Collective therefore agrees with the client on a (monthly) fixed fee. Otherwise, the price with regard to services is determined by The Change Collective on the basis of the actual working hours.
The price is calculated according to the usual hourly rates of The Change Collective, valid for the period in which he carries out the work, unless a different hourly rate has been agreed.
If the parties have agreed on a total amount for a service provided by The Change Collective, this is always a target price, unless the parties have explicitly agreed upon in writing on a fixed price, which cannot be deviated from.
The Change Collective has the right to adjust prices annually in accordance with the monthly consumer price index figure (CPI) or due to branch-related cost increases.
The Change Collective will communicate price adjustments to the customer prior to the moment the price increase becomes effective.
The consumer has the right to terminate the contract with The Change Collective if he does not agree with the price increase.

Payments and payment term - Services

The customer must pay invoices of The Change Collective within 30 days, unless parties have made other agreements about this or if the invoice has a different payment term.
Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without The Change Collective having to send the customer a reminder or to put him in default.
Any objection to the amount of invoices must be submitted in writing within 14 days. If the objection has not been submitted in time, the right to object to the amount of the invoice has lapsed.

Consequences of late payment

When the customer is in default, he is – from joint consultation and with due observance of reasonableness and fairness - also due to extrajudicial collection costs and may be obliged to pay any compensation to The Change Collective.
The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
If the customer does not pay on time, The Change Collective may suspend its obligations until the customer has met his payment obligation.
In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of The Change Collective on the customer are immediately due and payable.
If the customer refuses to cooperate with the performance of the agreement by The Change Collective, he is still obliged to pay the agreed price to The Change Collective.

Suspension of obligations by the customer

Unless the customer is a consumer, the customer waives the right to suspend the fulfillment of any obligation arising from this agreement.

Guarantee

When parties have entered into an agreement with services included, these services only contain best-effort obligations for The Change Collective, not obligations of results.

Performance of the agreement

The Change Collective executes the agreement to the best of its knowledge and ability and in accordance with the standards that apply within the industry in which The Change Collective operates and with the requirements of good professional practice.
The Change Collective has the right to have the agreed services (partially) performed by third parties.
The execution of the agreement takes place in mutual consultation and after written agreement.
It is the responsibility of the customer that The Change Collective can start the implementation of the agreement on time.
If the customer has not ensured that The Change Collective can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.

Duty to inform by the customer

The customer shall make available to The Change Collective all information, data and documents relevant to the correct execution of the agreement to in time and in the desired format and manner.
The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement.
If and insofar as the customer requests this, The Change Collective will return the relevant documents.
If the customer does not timely and properly provides the information, data or documents reasonably required by The Change Collective and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the customer.

Duration of the agreement

The agreement between The Change Collective and the customer is entered into for an indefinite period, unless it results otherwise from the nature of the agreement or if the parties have expressly agreed otherwise in writing. Both parties may terminate the contract with due observance of a notice period of 1 month.
If a fixed-term contract has been entered into, it will be tacitly converted into an open-ended contract at the end of the term, unless 1 of the parties terminates the contract with due observance of a notice period of 1 month, or if a consumer terminates the agreement with due observance of a notice period of 1 month, the agreement ends at the end of the fixed term.
If the parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the customer must give The Change Collective a written reasonable term to terminate the activities, before it may either terminate the contract or claim damages.

Intellectual property

The Change Collective retains all intellectual property rights arising from this agreement (including copyright, patent rights, trademark rights, design and design rights, etc.) on all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, scale models, etc., unless parties have agreed otherwise in writing.
The customer may not copy or have copied the intellectual property rights without prior written permission from The Change Collective, nor show them to third parties and / or make them available or use them in any other way.

Confidentiality

The Change Collective keeps any information he receives (in whatever form) from the customer confidential.
The same applies to all other information concerning the customer of which The Change Collective knows or can reasonably suspect that it is secret or confidential, or of which it can expect that its disclosure may cause damage to the customer.
The Change Collective takes all necessary measures to ensure that he keeps the information referred to in paragraphs 1 and 2 secret.
The obligation of secrecy described in this article does not apply to information:
- which was already made public before The Change Collective heard this information or which later became public without being the result of a violation of The Change Collective's duty to confidentiality
- which is made public by The Change Collective due to a legal obligation
The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after the end thereof.
If the customer considers so desirable, The Change Collective will sign a non-disclosure agreement in relation to the assignment.

Privacy

The Change Collective handles the client’s personal data with care. The Change Collective’s privacy statement applies to all processing of personal data. The privacy statement can be found on and saved from the website. The Change Collective processes personal data for the purpose of performing an agreement and any other purposes as written in the privacy statement. The client is deemed to have taken note of the privacy statement and the processing of any personal data by The Change Collective described therein.
In order to protect the client’s personal data in the best possible way, The Change Collective will take all reasonable measures to prevent loss, abuse, publication, unauthorized access or modification of these personal data. All necessary measures will be taken to provide an appropriate security level, both organizationally and technically.

Indemnity

The customer indemnifies The Change Collective against all third-party claims in connection with (alleged):
- losses as a consequence of products or services supplied to the customer being used contrary to law or without due care;
- losses as a consequence of a defect in the products or services supplied by The Change Collective being used, processed, edited, mixed, handled, stored, amended, delivered or sold on by the customer in addition to or in conjunction with the customer’s own products;
- infringements of intellectual property rights to any materials and/or information supplied by the customer and used in the performance of the agreement;
- losses as a consequence of data, information, website(s) and such like stored by the customer.

Complaints

In case a client is unhappy with the services of The Change Collective, the Change Collective has a complaint procedure. You can find this procedure here.

Joint and several Client liabilities

If The Change Collective enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to The Change Collective under that agreement.

Liability

The Change Collective is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
If The Change Collective is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.
The Change Collective is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
If The Change Collective is liable, its liability is in total always limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.
Without prejudice to the lapse of rights pursuant to the failure to protest in good time within the meaning of Book 6, Section 89 of the Dutch Civil Code, all rights of action and other powers of the customer against The Change Collective lapse 1 year after the time at which the customer became or could have been become familiar with it.
The Change Collective and all individual professionals, consultants and coaches may invoke these terms and conditions (and the provisions restricting liability included therein) also if they are held liable on a non-contractual basis, such as a wrongful act.
The customer waives all rights of action against individual consultants and coaches, and waives his/her or its right to personally hold the individual professionals referred to above liable.

Dissolution

The customer has the right to dissolve the agreement if The Change Collective imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
If the fulfillment of the obligations by The Change Collective is not permanent or temporarily impossible, dissolution can only take place after The Change Collective is in default.
The Change Collective has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give The Change Collective good grounds to fear that the customer will not be able to fulfill his obligations properly.
Each of the parties is entitled, without any reminder, notice of default or other announcement being required, to dissolve the Agreement extrajudicially, if:
- the other party applies for (provisional) suspension of payments or is granted (provisional) suspension of payments;
- the other party files for bankruptcy or is declared bankrupt;
- the other party’s business is liquidated;
- the other party ceases its business;

Force majeure

The Change Collective is not obliged to fulfill any obligation if it is prevented from doing so as a result of a circumstance that is not its fault, nor its responsibility under the law, legal act or generally accepted views.
Parties can suspend the obligation under the agreement during the period that the force majeure continues. If this period lasts longer than two months, both parties are entitled to terminate the agreement, whereby the parties waive any claim for further performance, compensation for damage or other provisions of the agreement, so that after termination the parties cannot claim anything from each other to have.

Changes in the general terms and conditions

The Change Collective is entitled to amend or supplement these general terms and conditions.
Changes of minor importance can be made at any time.
Major changes in content will be discussed by The Change Collective with the customer in advance as much as possible.
Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.

Transfer of rights

Without the prior written consent of the other party, a party may not transfer or outsource its rights and obligations under the agreement to third parties.
This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.

Consequences of nullity or annullability

If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what The Change Collective had in mind when drafting the conditions on that issue.

Applicable law and competent court

Dutch law is exclusively applicable to all agreements between the parties.
The Dutch court in the district where The Change Collective is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.

Drawn up on January 2024.